Common use of Increased Costs; Change in Circumstances; Illegality; etc Clause in Contracts

Increased Costs; Change in Circumstances; Illegality; etc. (a) If the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof, shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereof), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding any reserves to the extent actually included within the Reserve Requirement in the calculation of the LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other condition, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans or issuing or participating in Letters of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (including in respect of Letters of Credit), the Borrower will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e), pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurring.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If If, at any time after the date hereof and from time to time, the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof), shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax on the overall net income income, or profits a franchise tax imposed in lieu of a tax on the overall net income, of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofOffice), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding other than as a result of any reserves to the extent actually included within change in the Reserve Requirement in the calculation of the LIBOR RateRequirement) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other condition, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans or issuing or participating in Letters of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (including in respect of Letters of Credit)hereunder, the Borrower will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)Lender, pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurringreturn.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If If, at any time after the date hereof and from time to time, the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof), shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofOffice), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding any reserves to the extent actually included within the Reserve Requirement in the calculation of the LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other condition, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans or issuing or participating in Letters of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (including in respect of Letters of Credit)hereunder, the Borrower will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)Lender, pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurringreturn.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If If, at any time after the date hereof and from time to time, the introduction of or any change in any applicable law, rule or regulation Applicable Law or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof), shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofOffice), or (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding any reserves to the extent actually included within the Reserve Requirement in the calculation of the LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other condition, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans or issuing or participating in Letters of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (including in respect of Letters of Credit)hereunder, the Borrower will, promptly upon within five (and in any event within fifteen (155) Business Days after) of demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)Lender, pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurringreturn. Notwithstanding the foregoing, the Agent and each Lender will take any reasonable actions available to it (including designation of a different Lending Office), consistent with legal and regulatory restrictions, that will avoid the need to take the steps described in this Section 2.16(a) and that will not, in the reasonable judgment of the Agent or such Lender, be materially disadvantageous.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If If, at any time after the date hereof and from time to time, the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof), shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Fixed Rate Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Fixed Rate Loans (other than any change in the rate or basis of tax on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofOffice), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding other than any reserves to the extent actually included within the applicable Reserve Requirement in the calculation of the LIBOR any Fixed Rate) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other condition, and the result of any of the foregoing shall be to increase in any material respect the cost to such Lender of making or maintaining any LIBOR Fixed Rate Loans or issuing or participating in Letters of Credit or to reduce in any material respect the amount of any sum received or receivable by such Lender hereunder (including in respect of Letters of Credit), the each applicable Borrower will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)Lender, pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurringreturn.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If If, at any time after the date hereof and from time to time, the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof), shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofOffice), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding other than as a result of any reserves to the extent actually included within change in the Reserve Requirement in the calculation of the LIBOR RateRequirement) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other condition, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans or issuing or participating in Letters of Credit or the Loan Notes Guaranty or to reduce the amount of any sum received or receivable by such Lender hereunder (including in respect of Letters of CreditCredit or the Loan Notes Guaranty), the Borrower will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)Lender, pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurringreturn.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof, shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans or any other amounts payable hereunder in respect of LIBOR Loans or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereof), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding any reserves to the extent actually included within the Reserve Requirement in the calculation of the LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other conditioncondition affecting LIBOR Loans, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans or issuing or participating in Letters of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (including in respect of Letters of Credit)hereunder, the Borrower will, promptly upon within thirty (and in any event within fifteen (1530) Business Days after) days after demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)Lender, pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurringreturn.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof, shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans or its LIBOR Market Index Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans or its LIBOR Market Index Loans (other than any change in the rate or basis of tax on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofOffice), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding any reserves to the extent actually included within the Reserve Requirement in the calculation of the LIBOR Rate or the LIBOR Market Index Rate) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other condition, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans or LIBOR Market Index Loans or issuing or participating in Letters of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (including in respect of Letters of Credit), the Borrower will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)Lender, pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurringreturn; provided that the Borrower shall not be obligated to reimburse any Lender for such increase or reduction for any period ninety (90) days prior to such Lender providing notice if such Lender was aware of the circumstances that existed which would cause such increase or reduction during such period.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If If, at any time after the date hereof and from time to time, the introduction of or any change in any applicable law, rule or regulation Applicable Law or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof), shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofOffice), or (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding any reserves to the extent actually included within the Reserve Requirement in the calculation of the Adjusted LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other condition, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans or issuing or participating in Letters of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (including in respect of Letters of Credit)hereunder, the Borrower will, promptly upon within five (and in any event within fifteen (155) Business Days after) of demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)Lender, pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurringreturn. Notwithstanding the foregoing, the Administrative Agent and each Lender will take any reasonable actions available to it (including designation of a different Lending Office), consistent with legal and regulatory restrictions, that will avoid the need to take the steps described in this Section 2.16(a) and that will not, in the reasonable judgment of the Administrative Agent or such Lender, be materially disadvantageous.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If If, --------------------------------------------------------- at any time after the date hereof and from time to time, the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof), shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofOffice), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding other than as a result of any reserves to the extent actually included within change in the Reserve Requirement in the calculation of the LIBOR RateRequirement) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other conditioncondition affecting its LIBOR Loans, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans or issuing or participating in Letters of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (including in respect of Letters of Credit)hereunder, the Borrower will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)Lender, pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurringreturn.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If If, at any time after the Closing Date and from time to time, the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof), shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Committed Loans or Bid Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Committed Loans or Bid Loans (other than any change in the rate or basis of tax on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofOffice), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding other than as a result of any reserves to the extent actually included within change in the Reserve Requirement in the calculation of the LIBOR RateRequirement) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other conditioncondition affecting its LIBOR Committed Loans or Bid Loans, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Committed Loans or issuing or participating in Letters of Credit Bid Loans or to reduce the amount of any sum received or receivable by such Lender hereunder (including in respect of Letters of Credit)hereunder, the Borrower will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and days after delivery to the Borrower by such Lender of written demand therefor (which shall set forth the certificate required by Section 2.16(ebasis for such demand in reasonable detail), pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurringreturn.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If If, at any time after the date hereof and from time to time, the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof), shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofOffice), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding any reserves to the extent actually included within the Reserve Requirement in the calculation of the LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other condition, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans or issuing or participating in Letters of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (including in respect of Letters of Credit), the Borrower will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by (which demand shall provide reasonable detail of such Lender of the certificate required by Section 2.16(eLender's increased costs), pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurring.such

Increased Costs; Change in Circumstances; Illegality; etc. (a) If If, at any time after the date hereof and from time to time, the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof), shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax tae on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofOffice), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding any reserves to the extent actually included within the Reserve Requirement in the calculation of the LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other condition, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans or issuing or participating in Letters of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (including in respect of Letters of Credit), the Borrower will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)Lender, pay to such Lender such additional amounts as as- shall compensate such Lender for such increase in costs or reduction in return occurringreturn.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender or the Issuing Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof, shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans Loans, any Letter of Credit, any participation in a Letter of Credit or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofOffice), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding any reserves to the extent actually included within the Reserve Requirement in the calculation of the LIBOR Ratereserve requirements contemplated by Section 2.16(e)) against assets of, deposits with or for the account of, or credit extended or participated in by, such Lender or its applicable Lending OfficeIssuing Lender, or (iii) impose on such Lender or its applicable Lending Office the Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or LIBOR Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Lender of participating in, issuing or participating in Letters maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the Issuing Lender hereunder (including in respect whether of Letters of Creditprincipal, interest or any other amount), then, the Borrower Borrowers will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)demand, pay to such Lender or Issuing Lender, as the case may be, such additional amounts as shall compensate such Lender or the Issuing Lender for such increase in costs or reduction in return occurringreturn; provided that the Borrowers shall not be obligated to pay any such amount or amounts (i) unless such Lender or Issuing Lender shall have first notified the Borrowers in writing that it intends to seek compensation pursuant to this Section 2.16(a) and (ii) which are attributable to any period of time occurring more than 90 days prior to the date of receipt by the Borrowers of the notice provided for in the preceding clause (i); providedfurther that if the event or circumstance requiring such compensation is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If the introduction of or any change Change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof, Law shall (i) subject such any Lender or Issuing Lender to any tax or other charge, or change the basis of taxation of payments to such Lender or such Issuing Lender, in respect of any of its LIBOR Loans Loans, any Letter of Credit, any participation in a Letter of Credit or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofOffice), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding any reserves to the extent actually included within the Reserve Requirement in the calculation of the LIBOR Ratereserve requirements contemplated by Section 2.16(e)) against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, such Lender or its applicable Lending OfficeIssuing Lender, or (iii) impose on such Lender or its applicable Lending Office Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or LIBOR Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or Issuing Lender of making making, converting to, continuing or maintaining any LIBOR Loans Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or Issuing Lender of participating in, issuing or participating in Letters maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or Issuing Lender hereunder (including in respect whether of Letters of Creditprincipal, interest or any other amount), then, the Borrower Borrowers will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)demand, pay to such Lender or Issuing Lender, as the case may be, such additional amounts as shall compensate such Lender or Issuing Lender for such increase in costs or reduction in return occurringreturn; provided that the Borrowers shall not be obligated to pay any such amount or amounts (x) unless such Lender or Issuing Lender shall have first notified the Borrowers in writing that it intends to seek compensation pursuant to this Section 2.16(a) and (y) that are attributable to any period of time occurring more than six months prior to the date of receipt by the Borrowers of the notice 8470562v6 24740.00061 provided for in the preceding clause (x); provided further that if the event or circumstance requiring such compensation is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof; provided, however, that, before making any demand under this Section 2.16(a), each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If If, at any time after the date hereof and from time to time, the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority central bank or governmental or regulatory authority or agency charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority central bank or governmental or regulatory authority or agency (whether or not having the force of law) given or made after the date hereof), shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofOffice), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding other than as a result of any reserves to the extent actually included within change in the Reserve Requirement in the calculation of the LIBOR RateRequirement) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other condition, and the result of any of the foregoing shall be to increase the cost to such Lender in an amount deemed by such Lender to be material of making or maintaining any LIBOR Loans or issuing or participating in Letters of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (including in respect of Letters of Credit)an amount deemed by such Lender to be material, the Borrower will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)Lender, pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurringreturn.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If If, ---------------------------------------------------------- at any time after the date hereof and from time to time, the introduction of or any change after the date hereof in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof), shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax taxes on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed any change in lieu the rate or basis thereof), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding other than as a result of any reserves to the extent actually included within change in the Reserve Requirement in the calculation of the LIBOR RateRequirement) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other condition, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans or issuing or participating in Letters of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (including in respect of Letters of Credit), the Borrower will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)Lender, pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurringreturn.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If the introduction of or any change Change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof, Law shall (i) subject such any Lender or the Issuing Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans Loans, any Letter of Credit, any participation in a Letter of Credit or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofOffice), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding any reserves to the extent actually included within the Reserve Requirement in the calculation of the LIBOR Ratereserve requirements contemplated by Section 2.16(e)) against assets of, deposits with or for the account of, or credit extended or participated in by, such Lender or its applicable Lending OfficeIssuing Lender, or (iii) impose on such Lender or its applicable Lending Office the Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or LIBOR Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Lender of participating in, issuing or participating in Letters maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the Issuing Lender hereunder (including in respect whether of Letters of Creditprincipal, interest or any other amount), then, the Borrower Borrowers will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)demand, pay to such Lender or Issuing Lender, as the case may be, such additional amounts as shall compensate such Lender or the Issuing Lender for such increase in costs or reduction in return occurringreturn; provided that the Borrowers shall not be obligated to pay any such amount or amounts (x) unless such Lender or Issuing Lender shall have first notified the Borrowers in writing that it intends to seek compensation pursuant to this Section 2.16(a) and (y) that are attributable to any period of time occurring more than six months prior to the date of receipt by the Borrowers of the notice provided for in the preceding clause (x); provided further that if the event or circumstance requiring such compensation is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof; provided, however, that, before making any demand under this Section 2.16(a), each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof, shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofOffice), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding any reserves to the extent actually included within the Reserve Requirement in the calculation of the LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other condition, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans or issuing or participating in Letters of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (including in respect of Letters of Credit), the Borrower will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)Lender, pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurringreturn; provided that the Borrower shall not be obligated to reimburse any Lender for such increase or reduction for any period ninety (90) days prior to such Lender providing notice if such Lender was aware of the circumstances that existed which would cause such increase or reduction during such period.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If If, --------------------------------------------------------- at any time after the date hereof and from time to time, the introduction of or any change after the date hereof in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof), shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax taxes on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed any change in lieu the rate or basis thereof), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding other than as a result of any reserves to the extent actually included within change in the Reserve Requirement in the calculation of the LIBOR RateRequirement) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other condition, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans or issuing or participating in Letters of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (including in respect of Letters of Credit), the Borrower will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)Lender, pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurringreturn.

Increased Costs; Change in Circumstances; Illegality; etc. (aA) If If, at any time after the date hereof and from time to time, the introduction of or any change in any applicable lawLaw, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof), shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans Rate Borrowings or any other amounts payable hereunder or its obligation to make, fund fund, or maintain any LIBOR Loans Rate Borrowings (other than any change in the rate or basis of tax on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofOffice), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding other than as a result of any reserves to the extent actually included within change in the Reserve Requirement in the calculation of the LIBOR RateRequirement) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other conditioncondition affecting its LIBOR Rate Borrowings, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans or issuing or participating in Letters of Credit Rate Borrowings or to reduce the amount of any sum received or receivable by such Lender hereunder (including in with respect of to Letters of Credit), the Borrower will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery (which demand shall be accompanied by a written explanation in reasonable detail, showing the basis for such Lender of the certificate required by Section 2.16(edemand), pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurringreturn.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If If, at any time after the date hereof and from time to time, the introduction of or any change in any applicable law, rule or regulation Applicable Law or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof), shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofOffice), or (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding any reserves to the extent actually included within the Reserve Requirement in the calculation of the LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other condition, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans or issuing or participating in Letters of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (including in respect of Letters of Credit)hereunder, the Borrower will, promptly upon within five (and in any event within fifteen (155) Business Days after) of demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)Lender, pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurringreturn. Notwithstanding the foregoing, the Administrative Agent and each Lender will take any reasonable actions available to it (including designation of a different Lending Office), consistent with legal and regulatory restrictions, that will avoid the need to take the steps described in this Section 2.16(a) and that will not, in the reasonable judgment of the Administrative Agent or such Lender, be materially disadvantageous.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If --------------------------------------------------------- If, at any time after the date hereof and from time to time, the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof), shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofOffice), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding any reserves to the extent actually included within the Reserve Requirement in the calculation of the LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other condition, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans or issuing or participating in Letters of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (including in respect of Letters of Credit), the Borrower will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)Lender, pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurringreturn.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If If, at any time after the date hereof and from time to time, the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any the Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof), shall (i) subject such the Lender to any tax or other charge, or change the basis of taxation of payments to such the Lender, in respect of any of its LIBOR Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax on the overall net income or profits of such the Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofOffice), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding other than as a result of any reserves to the extent actually included within change in the Reserve Requirement in the calculation of the LIBOR RateRequirement) against assets of, deposits with or for the account of, or credit extended by, such the Lender or its applicable Lending Office, with respect to LIBOR Loans or (iii) impose on such the Lender or its applicable Lending Office any other conditioncondition affecting its LIBOR Loans, and the result of any of the foregoing shall be to increase the cost to such the Lender of making or maintaining any LIBOR Loans or issuing or participating in Letters of Credit or to reduce the amount of any sum received or receivable by such the Lender hereunder (including in respect of Letters of Credit)hereunder, the Borrower will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)Lender, pay to such the Lender such additional amounts as shall compensate such the Lender for such increase in costs or reduction in return occurringreturn.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender (including the Issuing Lender in its capacity as such) with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof, shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax on or determined by reference to the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereof), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding any reserves to the extent actually included within the Reserve Requirement in the calculation of the LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other condition, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans or issuing issuing, maintaining or participating in Letters of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (including in respect of Letters of Credit), the Borrower will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)Lender, pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurringreturn.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender (including the Issuing Lender in its capacity as such) with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof, shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax on or determined by reference to the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereof), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding any reserves to the extent actually included within the Reserve Requirement in the calculation of the LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other condition, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans or issuing issuing, maintaining or participating in Letters of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (including in respect of Letters of Credit), the Borrower Borrowers will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)Lender, pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurringreturn.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If If, at any time after the date hereof and from time to time, the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any the Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof, shall (i) subject such the Lender to any tax or other charge, or change the basis of taxation of payments to such the Lender, in respect of any of its LIBOR Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofthe Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding any reserves to the extent actually included within the Reserve Requirement in the calculation of the LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Officethe Lender, or (iii) impose on such the Lender or its applicable Lending Office any other condition, and the result of any of the foregoing shall be to increase the cost to such the Lender of making or maintaining any LIBOR Loans or issuing or participating in Letters of Credit or to reduce the amount of any sum received or receivable by such the Lender hereunder (including in respect of Letters of Credit)hereunder, the Borrower will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)Lender, pay to such the Lender such additional amounts as shall compensate such the Lender for such increase in costs or reduction in return occurringreturn.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If --------------------------------------------------------- If, at any time after the date hereof and from time to time, the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof), shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofOffice), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding other than as a result of any reserves to the extent actually included within change in the Reserve Requirement in the calculation of the LIBOR RateRequirement) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other conditioncondition affecting its LIBOR Loans, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans or issuing or participating in Letters of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (including in respect of Letters of Credit)hereunder, the Borrower will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)Lender, pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurringreturn.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If If, at any time after the date hereof and from time to time, the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof), shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofOffice), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding any reserves to the extent actually included within the Reserve Requirement in the calculation of the LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other condition, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans or issuing or participating in Letters of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (including in respect of Letters of Credit), the Borrower will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)Lender, pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurringreturn.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If If, at any time after the date hereof and from time to time, the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof), shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Fixed Rate Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Fixed Rate Loans (other than any change in the rate or basis of tax on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofOffice), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding other than any reserves to the extent actually included within the Reserve Requirement in the calculation of any Fixed Rate pursuant to the LIBOR Rateapplicable Reserve Requirement) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other condition, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Fixed Rate Loans or issuing or participating in Letters of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (including in respect of Letters of Credit), the each applicable Borrower will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)Lender, pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurringactually incurred by such Lender.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If If, at any time after the Restatement Effective Date and from time to time, the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof), shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofOffice), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding other than as a result of any reserves to the extent actually included within change in the Reserve Requirement in the calculation of the LIBOR RateRequirement) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other condition, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans or issuing or participating in Letters of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (including in respect of Letters of Credit), the Borrower will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and days after delivery to the Borrower by such Lender of written demand therefor (with a copy thereof to the certificate required by Section 2.16(eAdministrative Agent), pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurringreturn.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If If, at any time after the date hereof and from time to time, the introduction of or any change in any applicable law, rule or regulation Applicable Law or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof), shall (i) subject such Lender to any tax or other chargecharge (other than (A) Indemnified Taxes, or change (B) Taxes described in clauses (b) through (d) of the basis definition of taxation of payments to such Lender, Excluded Taxes and (C) Connection Income Taxes) in respect of any of its LIBOR Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax on the overall net income or profits of such Lender Loans, or its applicable Lending Office obligation to Issue or franchise taxes imposed participate in lieu thereof)any Letters of Credit, or (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding any reserves to the extent actually included within the Reserve Requirement in the calculation of the Adjusted LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other condition, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans or issuing Issuing or participating in Letters any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (including in respect of Letters of Credit)hereunder, the Borrower will, promptly upon within five (and in any event within fifteen (155) Business Days after) of demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)Lender, pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurringreturn. Notwithstanding the foregoing, the Administrative Agent and each Lender will take any reasonable actions available to it (including designation of a different Lending Office), consistent with legal and regulatory restrictions, that will avoid the need to take the steps described in this Section 2.16(a) and that will not, in the reasonable judgment of the Administrative Agent or such Lender, be materially disadvantageous.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender or the Issuing Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof, shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans Loans, any Letter of Credit, any participation in a Letter of Credit or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofOffice), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding any reserves to the extent actually included within the Reserve Requirement in the calculation of the LIBOR Ratereserve requirements contemplated by Section 2.16(e)) against assets of, deposits with or for the account of, or credit extended or participated in by, such Lender or its applicable Lending OfficeIssuing Lender, or (iii) impose on such Lender or its applicable Lending Office the Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or LIBOR Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Lender of participating in, issuing or participating in Letters maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the Issuing Lender hereunder (including in respect whether of Letters of Creditprincipal, interest or any other amount), then, the Borrower Borrowers will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)demand, pay to such Lender or Issuing Lender, as the case may be, such additional amounts as shall compensate such Lender or the Issuing Lender for such increase in costs or reduction in return occurringreturn; provided that the Borrowers shall not be obligated to pay any such amount or amounts (i) unless such Lender or Issuing Lender shall have first notified the Borrowers in writing that it intends to seek compensation pursuant to this Section 2.16(a) and (ii) which are attributable to any period of time occurring more than 90 days prior to the date of receipt by the Borrowers of the notice provided for in the preceding clause (i); provided further that if the event or circumstance requiring such compensation is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If If, at any time after the date hereof and from time to time, the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof), shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofOffice), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding any reserves to the extent actually included within the Reserve Requirement in the calculation of the LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other condition, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans or issuing or participating in Letters of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (including in respect of Letters of Credit)hereunder, the Borrower will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)Lender, pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurringreturn; provided that the Borrower shall not be obligated to pay any such amount or amounts (i) unless such Lender shall have first notified the Borrower in writing that it intends to seek compensation pursuant to this Section and (ii) which are attributable to any period of time occurring more than 90 days prior to the date of receipt by the Borrower of the notice provided for in the preceding clause (i); provided further that if the event or circumstance requiring such compensation is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender (including the Issuing Lender in its capacity as such) with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof, shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax on or determined by reference to the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereof), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding any reserves to the extent actually included within the Reserve Requirement in the calculation of the LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other condition, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans or issuing issuing, maintaining or participating in Letters of Credit or to reduce the amount of any ` sum received or receivable by such Lender hereunder (including in respect of Letters of Credit), the Borrower Borrowers will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)Lender, pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurringreturn.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof, shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofOffice), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding any reserves to the extent actually included within the Reserve Requirement in the calculation of the LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other condition, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans or issuing or participating in Letters of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (including in respect of Letters of Credit)hereunder, the Borrower will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)Lender, pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurringreturn; provided that the Borrower shall not be obligated to pay any such amount or amounts (i) unless such Lender shall have first notified the Borrower in writing that it intends to seek compensation pursuant to this Section 2.15(a) and (ii) which are attributable to any period of time occurring more than 90 days prior to the date of receipt by the Borrower of the notice provided for in the preceding clause (i); providedfurther that if the event or circumstance requiring such compensation is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If If, at any time after the date hereof and from time to time, the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof), shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax tae on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofOffice), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding any reserves to the extent actually included within the Reserve Requirement in the calculation of the LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other condition, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans or issuing or participating in Letters of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder Xxxxxx xxxxxxxxx (including in respect of Letters of Credit), the Borrower will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)Lender, pay to such Lender such additional amounts as as-shall compensate such Lender for such increase in costs or reduction in return occurringreturn.

Increased Costs; Change in Circumstances; Illegality; etc. (a) If the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, in each case after the date hereof, or compliance by any Lender with any guideline or request from any such Governmental Authority (whether or not having the force of law) given or made after the date hereof, shall (i) subject such Lender to any tax or other charge, or change the basis of taxation of payments to such Lender, in respect of any of its LIBOR Loans or any other amounts payable hereunder or its obligation to make, fund or maintain any LIBOR Loans (other than any change in the rate or basis of tax on the overall net income or profits of such Lender or its applicable Lending Office or franchise taxes imposed in lieu thereofOffice), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (but excluding any reserves to the extent actually included within the Reserve Requirement in the calculation of the LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, such Lender or its applicable Lending Office, or (iii) impose on such Lender or its applicable Lending Office any other condition, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loans or issuing or participating in Letters of Credit or to reduce the amount of any sum received or receivable by such Lender hereunder (including in respect of Letters of Credit), the Borrower will, promptly upon (and in any event within fifteen (15) Business Days after) demand therefor by such Lender and delivery by such Lender of the certificate required by Section 2.16(e)Lender, pay to such Lender such additional amounts as shall compensate such Lender for such increase in costs or reduction in return occurringreturn.