Common use of Capital Adequacy and Other Increased Costs Clause in Contracts

Capital Adequacy and Other Increased Costs. If any Change in Law affects or would affect the capital or liquidity requirements of a Lender or the Agent (or any corporation controlling such Lender or the Agent) and such Lender or the Agent, as the case may be, determines that the amount of required capital is increased by, or based upon the existence of such Lender’s or the Agent’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, and such increase has the effect of reducing the rate of return on such Lender’s or the Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Agent to be material, then the Agent or such Lender shall notify the Borrowers, and thereafter the Borrowers shall pay to such Lender or the Agent, as the case may be, within ten (10) Business Days of written demand therefor from such Lender or the Agent, additional amounts sufficient to compensate such Lender or the Agent (or such controlling corporation) for any such reduction which such Lender or the Agent determines to be allocable to the existence of such Lender’s or the Agent’s obligations or Advances hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Agent, as the case may be, shall be submitted by such Lender or by the Agent to the Borrowers, reasonably promptly after becoming aware of any event described in this Section 11.6(a) and shall be conclusively presumed to be correct, absent manifest error.

Capital Adequacy and Other Increased Costs. If (i) If, after the Effective Date, the adoption or introduction of, or any change in any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Lender or the Administrative Agent, or any interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender or the Administrative Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk based capital guidelines (each, a “Change in Law Law”), affects or would affect the amount of capital or liquidity requirements of a required to be maintained by such Lender or the Administrative Agent (or any corporation controlling such Lender or the Administrative Agent) and such Lender or the Administrative Agent, as the case may be, determines that the amount of required such capital or liquidity is increased by, by or based upon the existence of such Lender’s or the Administrative Agent’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, Borrowings hereunder and such increase has the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances Borrowings hereunder to a level below that which such Lender or the Administrative Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender or the Administrative Agent to be materialmaterial (collectively, “Increased Costs”), then the Administrative Agent or such Lender shall notify the BorrowersBorrower, and thereafter the Borrowers Borrower shall pay to such Lender or the Administrative Agent, as the case may be, within ten (10) Business Days of written demand therefor from such Lender or the Administrative Agent, additional amounts sufficient to compensate such Lender or the Administrative Agent (or such controlling corporation) for any such reduction increase in the amount of capital or liquidity and reduced rate of return which such Lender or the Administrative Agent reasonably determines to be allocable to the existence of such Lender’s or the Administrative Agent’s obligations or Advances Borrowings hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Administrative Agent, as the case may be, shall be submitted by such Lender or by the Administrative Agent to the BorrowersBorrower, reasonably promptly after becoming aware of any event described in this Section 11.6(a5.01(b) and shall be conclusively presumed to be correct, absent manifest error. Notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted or issued.

Capital Adequacy and Other Increased Costs. If any Change in Law affects or would affect the capital or liquidity requirements of a Lender or the Agent (or any corporation controlling such Lender or the Agent) (including as a result of the imposition of Taxes other than Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or Other Connection Taxes imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profit Taxes) and such Lender or the Agent, as the case may be, determines that the amount of required capital is increased by, or based upon the existence of such Lender’s or the Agent’s obligations or Advances Loans hereunder, the effect of such Change in Law is to result in such an increase, and such increase has the effect of reducing the rate of return on such Lender’s or the Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances Loans hereunder to a level below that which such Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Agent to be material, then the Agent or such Lender shall notify the BorrowersBorrower, and thereafter the Borrowers Borrower shall pay to such Lender or the Agent, as the case may be, within ten (10) Business Days of written demand therefor from such Lender or the Agent, additional amounts sufficient to compensate such Lender or the Agent (or such controlling corporation) for any such reduction which such Lender or the Agent determines to be allocable to the existence of such Lender’s or the Agent’s obligations or Advances Loans hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Agent, as the case may be, shall be submitted by such Lender or by the Agent to the BorrowersBorrower, reasonably promptly after becoming aware of any event described in this Section 11.6(a) 10.1 and shall be conclusively presumed to be correct, absent manifest error.. 10.2

Capital Adequacy and Other Increased Costs. If (a) If, after the date of this Agreement, the adoption or introduction of, or any Change change in Law any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Lender or Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Lender or Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk based capital guidelines, affects or would affect the amount of capital or liquidity requirements of a required to be maintained by such Lender or the Agent (or any corporation controlling such Lender or the Agent) and such Lender or the Agent, as the case may be, determines that the amount of required such capital is increased by, by or based upon the existence of such Lender’s or the Agent’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, hereunder and such increase has the effect of reducing the rate of return on such Lender’s or the Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender or the Agent to be materialmaterial (collectively, “Increased Costs”), then the Agent or such Lender shall notify the BorrowersBorrower Representative, and thereafter the Borrowers shall pay pay, jointly and severally, to such Lender or the Agent, as the case may be, within ten (10) Business Days of written demand therefor from such Lender or the Agent, additional amounts sufficient to compensate such Lender or the Agent (or such controlling corporation) for any such reduction increase in the amount of capital and reduced rate of return which such Lender or the Agent reasonably determines to be allocable to the existence of such Lender’s or the Agent’s obligations or Advances hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Agent, as the case may be, shall be submitted by such Lender or by the Agent to the BorrowersBorrower Representative, reasonably promptly after becoming aware of any event described in this Section 11.6(a) and shall be conclusively presumed to be correct, absent manifest error.

Capital Adequacy and Other Increased Costs. If any Change in Law affects or would affect the amount of capital or liquidity requirements of a required to be maintained by such Lender or the Agent (or any corporation controlling such Lender or the Agent) and such Lender or the Agent, as the case may be, determines that the amount of required such capital is increased by, or based upon the existence of such Lender’s or the Agent’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, and such increase has the effect of reducing the rate of return on such Lender’s or the Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender or the Agent to be materialmaterial (collectively, “Increased Costs”), then the Agent or such Lender shall notify the BorrowersBorrower, and thereafter the Borrowers Borrower shall pay to such Lender or the Agent, as the case may be, within ten (10) Business Days of written demand therefor from such Lender or the Agent, additional amounts sufficient to compensate such Lender or the Agent (or such controlling corporation) for any such reduction increase in the amount of capital and reduced rate of return which such Lender or the Agent reasonably determines to be allocable to the existence of such Lender’s or the Agent’s obligations or Advances hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Agent, as the case may be, shall be submitted by such Lender or by the Agent to the BorrowersBorrower, reasonably promptly after becoming aware of any event described in this Section 11.6(a) 11.6 and shall be conclusively presumed to be correct, absent manifest error.

Capital Adequacy and Other Increased Costs. If (a) If, after the date of this Agreement, the adoption or introduction of, or any Change change in Law any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Lender or Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Lender or Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk based capital guidelines, affects or would affect the amount of capital or liquidity requirements of a required to be maintained by such Lender or the Agent (or any corporation controlling such Lender or the Agent) and such Lender or the Agent, as the case may be, determines that the amount of required such capital is increased by, by or based upon the existence of such Lender’s or the Agent’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, hereunder and such increase has the effect of reducing the rate of return on such Lender’s or the Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender or the Agent to be materialmaterial (collectively, “Increased Costs”), then the Agent or such Lender shall notify the BorrowersBorrower, and thereafter the Borrowers Borrower shall pay to such Lender or the Agent, as the case may be, within ten (10) Business Days of written demand therefor from such Lender or the Agent, additional amounts sufficient to compensate such Lender or the Agent (or such controlling corporation) for any such reduction increase in the amount of capital and reduced rate of return which such Lender or the Agent reasonably determines to be allocable to the existence of such Lender’s or the Agent’s obligations or Advances hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Agent, as the case may be, shall be submitted by such Lender or by the Agent to the BorrowersBorrower, reasonably promptly after becoming aware of any event described in this Section 11.6(a) and shall be conclusively presumed to be correct, absent manifest error.

Capital Adequacy and Other Increased Costs. If any Change in Law affects or would affect the capital or liquidity requirements of a Lender or the Agent (or any corporation controlling such Lender or the Agent) and such Lender or the Agent, as the case may be, determines that the amount of required capital is increased by, or based upon the existence of such Lender’s or the Agent’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, and such increase has the effect of reducing the rate of return on such Lender’s or the Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Agent to be material, then the Agent or such Lender shall notify the BorrowersBorrower, and thereafter the Borrowers Borrower shall pay to such Lender or the Agent, as the case may be, within ten (10) Business Days of written demand therefor from such Lender or the Agent, additional amounts sufficient to compensate such Lender or the Agent (or such controlling corporation) for any such reduction which such Lender or the Agent determines to be allocable to the existence of such Lender’s or the Agent’s obligations or Advances hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Agent, as the case may be, shall be submitted by such Lender or by the Agent to the BorrowersBorrower, reasonably promptly after becoming aware of any event described in this Section 11.6(a) and shall be conclusively presumed to be correct, absent manifest error.

Capital Adequacy and Other Increased Costs. If In the event that after the Effective Date the adoption of or any Change change in Law any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Lender or Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Lender or Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk based capital guidelines, affects or would affect the amount of capital required or liquidity requirements of a expected to be maintained by such Lender or the Agent (or any corporation controlling such Lender or the Agent) and such Lender or the Agent, as the case may be, determines that the amount of required such capital is increased by, by or based upon the existence of such Lender’s 's or the Agent’s 's obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, hereunder and such increase has the effect of reducing the rate of return on such Lender’s 's or the Agent’s 's (or such controlling corporation’s's) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender or the Agent to be materialmaterial (collectively, "Increased Costs"), then the Agent or such Lender shall notify the BorrowersCompany, and thereafter the Borrowers Company shall pay to such Lender or the Agent, as the case may be, within ten (10) Business Days of written demand therefor from time to time, upon request by such Lender or the Agent, additional amounts sufficient to compensate such Lender or the Agent (or such controlling corporation) for any such reduction increase in the amount of capital and reduced rate of return which such Lender or the Agent reasonably determines to be allocable to the existence of such Lender’s 's or the Agent’s 's obligations or Advances hereunder; provided, including without limitation however that the Company shall not be obligated to reimburse any obligations Lender for any Increased Costs pursuant to this Section 11.10 unless such Lender notifies Company and the Agent within 180 days after such affected Lender has obtained actual knowledge of such Increased Costs (but in respect of Letters of Creditany event within 365 days after such affected Lender is required to comply with the applicable change in law). A statement setting forth as to the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Agent, as the case may be, shall be submitted by such Lender or by the Agent to the BorrowersCompany, reasonably promptly after becoming aware of any event described in this Section 11.6(a) 11.10 and shall be conclusively presumed to be correctconclusive, absent manifest errorerror in computation.

Capital Adequacy and Other Increased Costs. If any Change in Law affects or would affect the capital or liquidity requirements of a Lender or the Agent (or any corporation controlling such Lender or the Agent) and such Lender or the Agent, as the case may be, determines that the amount of required capital is increased by, or based upon the existence of such Lender’s or the Agent’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, and such increase has the effect of reducing the rate of return on such Lender’s or the Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Agent to be material, then the Agent or such Lender shall notify the BorrowersBorrower, and thereafter the Borrowers Borrower shall pay to such Lender or the Agent, as the case may be, within ten (10) Business Days of written demand therefor from such Lender or the Agent, additional amounts sufficient to compensate such Lender or the Agent (or such controlling corporation) for any such reduction which such Lender or the Agent determines to be allocable to the existence of such Lender’s or the Agent’s obligations or Advances hereunder, including without limitation any obligations in respect of Letters of Credit. A Such written demand will be in the form of a statement setting forth in reasonable detail the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Agent, as the case may be, shall be submitted by such Lender or by the Agent to the BorrowersBorrower, reasonably promptly after becoming aware of any event described in this Section 11.6(a) and shall be conclusively presumed to be correct, absent manifest error.

Capital Adequacy and Other Increased Costs. If In the event that after the Effective Date the adoption of or any Change change in Law any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk based capital guidelines, affects or would affect the amount of capital required or liquidity requirements of a Lender expected to be maintained by such Bank or the Agent (or any corporation controlling such Lender Bank or the Agent) and such Lender Bank or the Agent, as the case may be, determines that the amount of required such capital is increased by, by or based upon the existence of such Lender’s Bank's or the Agent’s 's obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, hereunder and such increase has the effect of reducing the rate of return on such Lender’s Bank's or the Agent’s 's (or such controlling corporation’s's) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender Bank or the Agent to be materialmaterial (collectively, "Increased Costs"), then the Agent or such Lender Bank shall notify the Borrowers, and thereafter the Borrowers applicable Borrower shall pay to such Lender Bank or the Agent, as the case may be, within ten (10) Business Days of written demand therefor from time to time, upon request by such Lender Bank or the Agent, additional amounts sufficient to compensate such Lender Bank or the Agent (or such controlling corporation) for any such reduction increase in the amount of capital and reduced rate of return which such Lender Bank or the Agent reasonably determines to be allocable to the existence of such Lender’s Bank's or the Agent’s 's obligations or Advances hereunder; notwithstanding the forgoing, including without limitation however, the Borrowers shall not be required to pay any obligations increased costs under Sections 12.5, 12.7 or 3.4(c) for any period ending prior to the date that is 90 days prior to the making of a Bank's initial request for such additional amounts unless the applicable change in respect law or other event resulting in such increased costs is effective retroactively to a date more than 90 days prior to the date of Letters such request, in which case a Bank's request for such additional amounts relating to the period more than 90 days prior to the making of Creditthe request must be given not more than 90 days after such Bank becomes aware of the applicable change in law or other event resulting in such increased costs. A statement setting forth as to the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender Bank or the Agent, as the case may be, shall be submitted by such Lender Bank or by the Agent to the Borrowers, reasonably promptly after becoming aware of any event described in this Section 11.6(a) 12.9 and shall be conclusively presumed to be correctconclusive, absent manifest errorerror in computation.

Capital Adequacy and Other Increased Costs. If (i) If, after the Effective Date, the adoption or introduction of, or any change in any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Lender or the Administrative Agent, or any interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender or the Administrative Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk based capital guidelines (each, a “Change in Law Law”), affects or would affect the amount of capital or liquidity requirements of a required to be maintained by such Lender or the Administrative Agent (or any corporation controlling such Lender or the Administrative Agent) and such Lender or the Administrative Agent, as the case may be, determines that the amount of required such capital or liquidity is increased by, by or based upon the existence of such Lender’s or the Administrative Agent’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, Borrowings hereunder and such increase has the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances Borrowings hereunder to a level below that which such Lender or the Administrative Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender or the Agent to be material(collectively, “Increased Costs”), then the Administrative Agent or such Lender shall notify the BorrowersBorrower, and thereafter the Borrowers Borrower shall pay to such Lender or the Administrative Agent, as the case may be, within ten (10) Business Days of written demand therefor from such Lender or the Administrative Agent, additional amounts sufficient to compensate such Lender or the Administrative Agent (or such controlling corporation) for any such reduction increase in the amount of capital or liquidity and reduced rate of return which such Lender or the Administrative Agent reasonably determines to be allocable to the existence of such LenderLxxxxx’s or the Administrative Agent’s obligations or Advances Borrowings hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Administrative Agent, as the case may be, shall be submitted by such Lender or by the Administrative Agent to the BorrowersBorrower, reasonably promptly after becoming aware of any event described in this Section 11.6(a5.01(b) and shall be conclusively presumed to be correct, absent manifest error. Notwithstanding anything herein to the contrary, (x) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted or issued.

Capital Adequacy and Other Increased Costs. If any Change in Law affects or would affect the amount of capital or liquidity requirements of a required to be maintained by such any Lender or the either Agent (or any corporation controlling such Lender or the such Agent) and such Lender or the such Agent, as the case may be, determines that the amount of required such capital is increased byby or, or based upon the existence of such Lender’s or the Agent’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, and such increase has the effect of reducing the rate of return on such Lender’s or the such Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender or the such Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender or the such Agent to be materialmaterial (collectively, “Increased Costs”), then the such Agent or such Lender shall notify the Borrowersapplicable Borrower(s), and thereafter the Borrowers applicable Borrower(s) shall pay to such Lender or the such Agent, as the case may be, within ten (10) Business Days of written demand therefor from such Lender or the such Agent, additional amounts sufficient to compensate such Lender or the such Agent (or such controlling corporation) for any such reduction increase in the amount of capital and reduced rate of return which such Lender or the such Agent reasonably determines to be allocable to the existence of such Lender’s or the such Agent’s obligations or Advances hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the such Agent, as the case may be, shall be submitted by such Lender or by the such Agent to the Borrowersapplicable Borrower(s), reasonably promptly after becoming aware of any event described in this Section 11.6(a) and shall be conclusively presumed to be correct, absent manifest error.

Capital Adequacy and Other Increased Costs. (1) If any Change in Law affects or would affect the amount of capital or liquidity requirements of required to be maintained by a Lender or the Agent (or any corporation controlling such Lender or the Agent) and such Lender or the Agent, as the case may be, determines that the amount of required such capital is increased by, or based upon the existence of such Lender’s or the Agent’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, and such increase has the effect of reducing the rate of return on such Lender’s or the Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender or the Agent to be materialmaterial (collectively, “Increased Costs”), then the Agent or such Lender shall notify the BorrowersBorrower, and thereafter the Borrowers Borrower shall pay to such Lender or the Agent, as the case may be, within ten (10) Business Days of written demand therefor from such Lender or the Agent, additional amounts sufficient to compensate such Lender or the Agent (or such controlling corporation) for any such reduction increase in the amount of capital and reduced rate of return which such Lender or the Agent reasonably determines to be allocable to the existence of such Lender’s or the Agent’s obligations or Advances hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Agent, as the case may be, shall be submitted by such Lender or by the Agent to the BorrowersBorrower, reasonably promptly after becoming aware of any event described in this Section 11.6(a) 10.5 and shall be conclusively presumed to be correct, absent manifest error. No amounts shall be due under this Section 10.5 to the extent such amounts are due and payable under Section 10.4.

Capital Adequacy and Other Increased Costs. If In the event that after the Effective Date the adoption of or any Change change in Law any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk based capital guidelines, affects or would affect the amount of capital required to be maintained by such Bank or liquidity requirements of a Lender or the Agent (or any corporation controlling such Lender Bank or the Agent) and such Lender Bank or the Agent, as the case may be, determines that the amount of required such capital is increased by, by or based upon the existence of such LenderBank’s or the Agent’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, hereunder and such increase has the effect of reducing the rate of return on such LenderBank’s or the Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender Bank or the Agent to be materialmaterial (collectively, “Increased Costs”), then the Agent or such Lender Bank shall notify the BorrowersCompany in writing, and thereafter the Borrowers Company shall pay to such Lender Bank or the Agent, as the case may be, within ten fifteen (1015) Business Days days of written demand therefor from such Lender Bank or the Agent, additional amounts sufficient to compensate such Lender Bank or the Agent (or such controlling corporation) for any such reduction increase in the amount of capital and reduced rate of return which such Lender Bank or the Agent reasonably determines to be allocable to the existence of such LenderBank’s or the Agent’s obligations or Advances hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender Bank or the Agent, as the case may be, shall be submitted by such Lender Bank or by the Agent to the BorrowersCompany, reasonably promptly after becoming aware of any event described in this Section 11.6(a) 11.6 and shall be conclusively presumed to be correctconclusive, absent manifest errorerror in computation.

Capital Adequacy and Other Increased Costs. If any Change in Law affects or would affect the amount of capital or liquidity requirements of a required to be maintained by such Lender or the Agent (or any corporation controlling such Lender or the Agent) and such Lender or the Agent, as the case may be, determines that the amount of required such capital is increased by, by or based upon the existence of such Lender’s or the Agent’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, hereunder and such increase has the effect of reducing the rate of return on such Lender’s or the Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount reasonably and in good faith deemed by such Lender or the Agent to be materialmaterial (collectively, “Increased Costs”), then the Agent or such Lender shall notify the BorrowersBorrower, and thereafter the Borrowers Borrower shall pay to such Lender or the Agent, as the case may be, within ten (10) Business Days of written demand therefor from such Lender or the Agent, additional amounts sufficient to compensate such Lender or the Agent (or such controlling corporation) for any such reduction increase in the amount of capital or liquidity and reduced rate of return which such Lender or the Agent reasonably determines to be allocable to the existence of such Lender’s or the Agent’s obligations or Advances hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Agent, as the case may be, shall be submitted by such Lender or by the Agent to the BorrowersBorrower, reasonably promptly after becoming aware of any event described in this Section 11.6(a) 11.6 and shall be conclusively presumed to be correct, absent manifest demonstrable error.

Capital Adequacy and Other Increased Costs. (a) If any Change in Law Law, affects or would affect the capital or liquidity requirements of a Lender or the Agent (or any corporation controlling such Lender or the Agent) and such Lender or the Agent, as the case may be, determines that the amount of required capital or liquidity is increased by, by or based upon the existence of such Lender’s or the Agent’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, and such increase has the effect of reducing the rate of return on such Lender’s or the Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Agent to be materialmaterial (collectively, “Increased Costs”), then the Agent or such Lender shall notify the BorrowersBorrower, and thereafter the Borrowers Borrower shall pay to such Lender or the Agent, as the case may be, within ten (10) Business Days of written demand therefor from such Lender or the Agent, additional amounts sufficient to compensate such Lender or the Agent (or such controlling corporation) for any such reduction which such Lender or the Agent reasonably determines to be allocable to the existence of such Lender’s or the Agent’s obligations or Advances hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Agent, as the case may be, shall be submitted by such Lender or by the Agent to the BorrowersBorrower, reasonably promptly after becoming aware of any event described in this Section 11.6(a9.6(a) and shall be conclusively presumed to be correct, absent manifest error.

Capital Adequacy and Other Increased Costs. If (i) If, after the Effective Date, the adoption or introduction of, or any change in any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Lender or the Administrative Agent, or any interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender or the Administrative Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk based capital guidelines (each, a “Change in Law Law”), affects or would affect the amount of capital or liquidity requirements of a required to be maintained by such Lender or the Administrative Agent (or any corporation controlling such Lender or the Administrative Agent) and such Lender or the Administrative Agent, as the case may be, determines that the amount of required such capital or liquidity is increased by, by or based upon the existence of such Lender’s or the Administrative Agent’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, Borrowings hereunder and such increase has the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances Borrowings hereunder to a level below that which such Lender or the Administrative Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender or the Agent to be material(collectively, “Increased Costs”), then the Administrative Agent or such Lender shall notify the BorrowersBorrower, and thereafter the Borrowers Borrower shall pay to such Lender or the Administrative Agent, as the case may be, within ten (10) Business Days of written demand therefor from such Lender or the Administrative Agent, additional amounts sufficient to compensate such Lender or the Administrative Agent (or such controlling corporation) for any such reduction increase in the amount of capital or liquidity and reduced rate of return which such Lender or the Administrative Agent reasonably determines to be allocable to the existence of such Lender’s or the Administrative Agent’s obligations or Advances Borrowings hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Administrative Agent, as the case may be, shall be submitted by such Lender or by the Administrative Agent to the BorrowersBorrower, reasonably promptly after becoming aware of any event described in this Section 11.6(a5.01(b) and shall be conclusively presumed to be correct, absent manifest error. Notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted or issued.

Capital Adequacy and Other Increased Costs. If In the event that after the Effective Date the adoption of or any Change change in Law any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Lender or Agent, or any interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender or Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk based capital guidelines, affects or would affect the amount of capital required or liquidity requirements of a expected to be maintained by such Lender or the Agent (or any corporation controlling such Lender or the Agent) and such Lender or the Agent, as the case may be, determines that the amount of required such capital is increased by, by or based upon the existence of such Lender’s 's or the Agent’s 's obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, hereunder and such increase has the effect of reducing the rate of return on such Lender’s 's or the Agent’s 's (or such controlling corporation’s's) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender or the Agent to be materialmaterial (collectively, "Increased Costs"), then the Agent or such Lender shall notify the Borrowers, and thereafter the Borrowers applicable Borrower shall pay to such Lender or the Agent, as the case may be, within ten (10) Business Days of written demand therefor from time to time, upon request by such Lender or the Agent, additional amounts sufficient to compensate such Lender or the Agent (or such controlling corporation) for any such reduction increase in the amount of capital and reduced rate of return which such Lender or the Agent reasonably determines to be allocable to the existence of such Lender’s 's or the Agent’s 's obligations or Advances hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth as to the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Agent, as the case may be, shall be submitted by such Lender or by the Agent to the Borrowers, reasonably promptly after becoming aware of any event described in this Section 11.6(a) 11.6 and shall be conclusively presumed to be correctconclusive, absent manifest errorerror in computation.

Capital Adequacy and Other Increased Costs. If In the event that after the Effective Date the adoption of or any Change change in Law any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk based capital guidelines, affects or would affect the amount of capital required to be maintained by such Bank or liquidity requirements of a Lender or the Agent (or any corporation controlling such Lender Bank or the Agent) and such Lender Bank or the Agent, as the case may be, determines that the amount of required such capital is increased by, by or based upon the existence of such Lender’s Bank's or the Agent’s 's obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, hereunder and such increase has the effect of reducing the rate of return on such Lender’s Bank's or the Agent’s 's (or such controlling corporation’s's) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender Bank or the Agent to be materialmaterial (collectively, "Increased Costs"), then the Agent or such Lender Bank shall notify the BorrowersBorrowers in writing, and thereafter the Borrowers shall pay to such Lender Bank or the Agent, as the case may be, within ten fifteen (1015) Business Days days of written demand therefor from such Lender Bank or the Agent, additional amounts sufficient to compensate such Lender Bank or the Agent (or such controlling corporation) for any such reduction increase in the amount of capital and reduced rate of return which such Lender Bank or the Agent reasonably determines to be allocable to the existence of such Lender’s Bank's or the Agent’s 's obligations or Advances hereunder; notwithstanding the forgoing, including without limitation however, the Borrowers shall not be required to pay any obligations increased costs under this Section 11.6 or under Sections 11.3, 11.5 or 3.4(c) for any period ending prior to the date that is ninety (90) days prior to the making of a Bank's initial request for such additional amounts unless the applicable change in respect law or other event resulting in such increased costs is effective retroactively to a date more than ninety (90) days prior to the date of Letters such request, in which case a Bank's request for such additional amounts relating to the period more than 90 days prior to the making of Creditthe request must be given not more than ninety (90) days after such Bank becomes aware of the applicable change in law or other event resulting in such increased costs. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender Bank or the Agent, as the case may be, shall be submitted by such Lender Bank or by the Agent to the Borrowers, reasonably promptly after becoming aware of any event described in this Section 11.6(a) 11.6 and shall be conclusively presumed to be correctconclusive, absent manifest errorerror in computation.

Capital Adequacy and Other Increased Costs. If In the event that after the Effective Date the adoption of or any Change change in Law any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk based capital guidelines, affects or would affect the amount of capital required to be maintained by such Bank or liquidity requirements of a Lender or the Agent (or any corporation controlling such Lender Bank or the Agent) and such Lender Bank or the Agent, as the case may be, determines that the amount of required such capital is increased by, by or based upon the existence of such Lender’s Bank's or the Agent’s 's obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, hereunder and such increase has the effect of reducing the rate of return on such Lender’s Bank's or the Agent’s 's (or such controlling corporation’s's) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender Bank or the Agent to be materialmaterial (collectively, "Increased Costs"), then the Agent or such Lender Bank shall notify the Borrowers, Company and thereafter the Borrowers Company shall pay to such Lender Bank or the Agent, as the case may be, within ten (10) Business Days days of written demand therefor from such Lender Bank or the Agent, additional amounts sufficient to compensate such Lender Bank or the Agent (or such controlling corporation) for any such reduction increase in the amount of capital and reduced rate of return which such Lender Bank or the Agent reasonably determines to be allocable to the existence of such Lender’s Bank's or the Agent’s 's obligations or Advances hereunder; notwithstanding the forgoing, including without limitation however, the Company shall not be required to pay any obligations increased costs under this Section 10.6 or under Sections 10.3, 10.5 or 3.4(c) for any period ending prior to the date that is 180 days prior to the making of a Bank's initial request for such additional amounts unless the applicable change in respect law or other event resulting in such increased costs is effective retroactively to a date more than 180 days prior to the date of Letters such request, in which case a Bank's request for such additional amounts relating to the period more than 180 days prior to the making of Creditthe request must be given not more than 180 days after such Bank becomes aware of the applicable change in law or other event resulting in such increased costs. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender Bank or the Agent, as the case may be, shall be submitted by such Lender Bank or by the Agent to the BorrowersCompany, reasonably promptly after becoming aware of any event described in this Section 11.6(a) 10.6 and shall be conclusively presumed to be correctconclusive, absent manifest errorerror in computation.

Capital Adequacy and Other Increased Costs. If In the event that after the Effective Date the adoption of or any Change change in Law any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk based capital guidelines, affects or would affect the amount of capital required to be maintained by such Bank or liquidity requirements of a Lender or the Agent (or any corporation controlling such Lender Bank or the Agent) and such Lender Bank or the Agent, as the case may be, determines that the amount of required such capital is increased by, by or based upon the existence of such LenderBank’s or the Agent’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, hereunder and such increase has the effect of reducing the rate of return on such LenderBank’s or the Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender Bank or the Agent to be materialmaterial (collectively, “Increased Costs”), then the Agent or such Lender Bank shall notify the Borrowers, and thereafter the Borrowers shall pay to such Lender Bank or the Agent, as the case may be, within ten (10) Business Days days of written demand therefor from such Lender Bank or the Agent, additional amounts sufficient to compensate such Lender Bank or the Agent (or such controlling corporation) for any such reduction increase in the amount of capital and reduced rate of return which such Lender Bank or the Agent reasonably determines to be allocable to the existence of such LenderBank’s or the Agent’s obligations or Advances hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Agent, as the case may be, shall be submitted by such Lender or by the Agent to the Borrowers, reasonably promptly after becoming aware of any event described in this Section 11.6(a) and shall be conclusively presumed to be correct, absent manifest error.

Capital Adequacy and Other Increased Costs. If In the event that after the Effective Date the adoption of or any Change change in Law any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or Agent, or any interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Bank or Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk based capital guidelines, affects or would affect the amount of capital required or liquidity requirements of a Lender expected to be maintained by such Bank or the Agent (or any corporation controlling such Lender Bank or the Agent) and such Lender Bank or the Agent, as the case may be, determines that the amount of required such capital is increased by, by or based upon the existence of such Lender’s Bank's or the Agent’s 's obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, hereunder and such increase has the effect of reducing the rate of return on such Lender’s Bank's or the Agent’s 's (or such controlling corporation’s's) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender Bank or the Agent to be materialmaterial (collectively, "Increased Costs"), then the Agent or such Lender Bank shall notify the Borrowers, and thereafter the Borrowers applicable Borrower shall pay to such Lender Bank or the Agent, as the case may be, within ten (10) Business Days of written demand therefor from time to time, upon request by such Lender Bank or the Agent, additional amounts sufficient to compensate such Lender Bank or the Agent (or such controlling corporation) for any such reduction increase in the amount of capital and reduced rate of return which such Lender Bank or the Agent reasonably determines to be allocable to the existence of such Lender’s Bank's or the Agent’s 's obligations or Advances hereunder; notwithstanding the forgoing, including without limitation however, the Borrowers shall not be required to pay any obligations increased costs under this Section 12.6 and Sections 12.5 or 3.4(c) for any period ending prior to the date that is 180 days prior to the making of a Bank's initial request for such additional amounts unless the applicable change in respect law or other event resulting in such increased costs is effective retroactively to a date more than 180 days prior to the date of Letters such request, in which case a Bank's request for such additional amounts relating to the period more than 180 days prior to the making of Creditthe request must be given not more than 180 days after such Bank becomes aware of the applicable change in law or other event resulting in such increased costs. A statement setting forth as to the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender Bank or the Agent, as the case may be, shall be submitted by such Lender Bank or by the Agent to the Borrowers, reasonably promptly after becoming aware of any event described in this Section 11.6(a) 12.6 and shall be conclusively presumed to be correctconclusive, absent manifest errorerror in computation.

Capital Adequacy and Other Increased Costs. If any Change in Law affects or would affect the amount of capital or liquidity requirements of a required to be maintained by such Lender or the Agent (or any corporation controlling such Lender or the Agent) and such Lender or the Agent, as the case may be, determines that the amount of required such capital is increased byby or, or based upon the existence of such Lender’s or the Agent’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, and such increase has the effect of reducing the rate of return on such Lender’s or the Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender or the Agent to be materialmaterial (collectively, “Increased Costs”), then the Agent or such Lender shall notify the Borrowers, and thereafter the Borrowers shall pay to such Lender or the Agent, as the case may be, within ten (10) 10 Business Days of written demand therefor from such Lender or the Agent, additional amounts sufficient to compensate such Lender or the Agent (or such controlling corporation) for any such reduction increase in the amount of capital and reduced rate of return which such Lender or the Agent reasonably determines to be allocable to the existence of such Lender’s or the Agent’s obligations or Advances hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Agent, as the case may be, shall be submitted by such Lender or by the Agent to the Borrowers, reasonably promptly after becoming aware of any event described in this Section 11.6(a) and shall be conclusively presumed to be correct, absent manifest error.

Capital Adequacy and Other Increased Costs. (a) If any Change in Law affects or would affect the amount of capital or liquidity requirements of a required to be maintained by such Lender or the Agent (or any corporation controlling such Lender or the Agent) and such Lender or the Agent, as the case may be, determines that the amount of required such capital is increased byby or, or based upon the existence of such Lender’s 's or the Agent’s 's obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, and such increase has the effect of reducing the rate of return on such Lender’s 's or the Agent’s 's (or such controlling corporation’s's) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender or the Agent to be materialmaterial (collectively, “Increased Costs”), then the Agent or such Lender shall notify the Borrowers, and thereafter the Borrowers shall pay to such Lender or the Agent, as the case may be, within ten (10) Business Days of written demand therefor from such Lender or the Agent, additional amounts sufficient to compensate such Lender or the Agent (or such controlling corporation) for any such reduction increase in the amount of capital and reduced rate of return which such Lender or the Agent reasonably determines to be allocable to the existence of such Lender’s 's or the Agent’s 's obligations or Advances hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Agent, as the case may be, shall be submitted by such Lender or by the Agent to the Borrowers, reasonably promptly after becoming aware of any event described in this Section 11.6(a) and shall be conclusively presumed to be correct, absent manifest error.. Detroit_1099228_22

Capital Adequacy and Other Increased Costs. If (i) If, after the Effective Date, the adoption or introduction of, or any change in any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Lender or the Administrative Agent, or any interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender or the Administrative Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk based capital guidelines (each, a “Change in Law Law”), affects or would affect the amount of capital or liquidity requirements of a required to be maintained by such Lender or the Administrative Agent (or any corporation controlling such Lender or the Administrative Agent) and such Lender or the Administrative Agent, as the case may be, determines that the amount of required such capital or liquidity is increased by, by or based upon the existence of such Lender’s or the Administrative Agent’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, Borrowings hereunder and such increase has the effect of reducing the rate of return on such LenderXxxxxx’s or the Administrative Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances Borrowings hereunder to a level below that which such Lender or the Administrative Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender or the Agent to be material(collectively, “Increased Costs”), then the Administrative Agent or such Lender shall notify the BorrowersBorrower, and thereafter the Borrowers Borrower shall pay to such Lender or the Administrative Agent, as the case may be, within ten (10) Business Days of written demand therefor from such Lender or the Administrative Agent, additional amounts sufficient to compensate such Lender or the Administrative Agent (or such controlling corporation) for any such reduction increase in the amount of capital or liquidity and reduced rate of return which such Lender or the Administrative Agent reasonably determines to be allocable to the existence of such LenderXxxxxx’s or the Administrative Agent’s obligations or Advances Borrowings hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Administrative Agent, as the case may be, shall be submitted by such Lender or by the Administrative Agent to the BorrowersBorrower, reasonably promptly after becoming aware of any event described in this Section 11.6(a5.01(b) and shall be conclusively presumed to be correct, absent manifest error. Notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted or issued.

Capital Adequacy and Other Increased Costs. If any Change in Law affects or would affect the amount of capital required to be maintained by, or the liquidity requirements of a of, any Lender or the Agent (or any corporation controlling such Lender or the Agent) and such Lender or the Agent, as the case may be, determines that the amount of required capital is increased byby or, or based upon the existence of of, such Lender’s or the Agent’s obligations or Advances or participations in Letters of Credit hereunder, the effect of such Change in Law is to result in such an increase, and such increase has the effect of reducing the rate of return on such Lender’s or the Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances or Letters of Credit hereunder to a level below that which such Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances Table of Contents (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender or the Agent to be material, then the Agent or such Lender shall notify the Borrowers, and thereafter the Borrowers shall pay to such Lender or the Agent, as the case may be, within ten (10) 10 Business Days of written demand therefor from such Lender or the Agent, additional amounts sufficient to compensate such Lender or the Agent (or such controlling corporation) for any such reduction increase in the amount of capital and reduced rate of return which such Lender or the Agent reasonably determines to be allocable to the existence of such Lender’s or the Agent’s obligations or Advances hereunder, including without limitation any obligations or participations in respect of Letters of CreditCredit hereunder. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Agent, as the case may be, shall be submitted by such Lender or by the Agent to the Borrowers, reasonably promptly after becoming aware of any event described in this Section 11.6(a) 11.6 and shall be conclusively presumed to be correct, absent manifest error.

Capital Adequacy and Other Increased Costs. If any Change in Law affects or would affect the amount of capital or liquidity requirements of a required to be maintained by such Lender or the Agent (or any corporation controlling such Lender or the Agent) and such Lender or the Agent, as the case may be, determines that the amount of required such capital is increased by, or based upon the existence of such Lender’s or the Agent’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, and such increase has the effect of reducing the rate of return on such Lender’s or the Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender or the Agent to be materialmaterial (collectively, “Increased Costs”), then the Agent or such Lender shall notify the Borrowers, and thereafter the Borrowers shall pay to such Lender or the Agent, as the case may be, within ten (10) Business Days of written demand therefor from such Lender or the Agent, additional amounts sufficient to compensate such Lender or the Agent (or such controlling corporation) for any such reduction increase in the amount of capital and reduced rate of return which such Lender or the Agent reasonably determines to be allocable to the existence of such Lender’s or the Agent’s obligations or Advances hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Agent, as the case may be, shall be submitted by such Lender or by the Agent to the Borrowers, reasonably promptly after becoming aware of any event described in this Section 11.6(a) 11.6 and shall be conclusively presumed to be correct, absent manifest error.

Capital Adequacy and Other Increased Costs. If (a) If, any Change in Law Law, including any risk based capital guidelines, affects or would affect the amount of capital required to be maintained by, or the liquidity requirements of a of, any Lender or the Agent (or any corporation controlling such Lender or the Agent) and such Lender or the Agent, as the case may be, determines that the amount of required such capital or liquidity is increased by, by or based upon the existence of such Lender’s or the Agent’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, hereunder and such increase has the effect of reducing the rate of return on such Lender’s or the Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Agent to be materialmaterial (collectively, "Increased Costs"), then the Agent or such Lender shall notify the Borrowers, and thereafter the Borrowers shall pay to such Lender or the Agent, as the case may be, within ten (10) Business Days of written demand therefor from such Lender or the Agent, additional amounts sufficient to compensate such Lender or the Agent (or such controlling corporation) for any such reduction of return which such Lender or the Agent reasonably determines to be allocable to the existence of such Lender’s or the Agent’s obligations or Advances hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Agent, as the case may be, shall be submitted by such Lender or by the Agent to the Borrowers, reasonably promptly after becoming aware of any event described in this Section 11.6(a10.6(a) and shall be conclusively presumed to be correct, absent manifest error.

Capital Adequacy and Other Increased Costs. If In the event that after the Effective Date the adoption of or any Change change in Law any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk based capital guidelines, affects or would affect the amount of capital required to be maintained by such Bank or liquidity requirements of a Lender or the Agent (or any corporation controlling such Lender Bank or the Agent) and such Lender Bank or the Agent, as the case may be, determines that the amount of required such capital is increased by, by or based upon the existence of such LenderBank’s or the Agent’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, hereunder and such increase has the effect of reducing the rate of return on such LenderBank’s or the Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender Bank or the Agent to be materialmaterial (collectively, “Increased Costs”), then the Agent or such Lender Bank shall notify the Borrowers, and thereafter the Borrowers shall pay to such Lender Bank or the Agent, as the case may be, within ten (10) Business Days days of written demand therefor from such Lender Bank or the Agent, additional amounts sufficient to compensate such Lender Bank or the Agent (or such controlling corporation) for any such reduction increase in the amount of capital and reduced rate of return which such Lender Bank or the Agent reasonably determines to be allocable to the existence of such LenderBank’s or the Agent’s obligations or Advances hereunder; notwithstanding the forgoing, including without limitation however, the Borrowers shall not be required to pay any obligations increased costs under Sections 11.3, 11.5 or 3.4(d) for any period ending prior to the date that is 180 days prior to the making of a Bank’s initial request for such additional amounts unless the applicable change in respect law or other event resulting in such increased costs is effective retroactively to a date more than 180 days prior to the date of Letters such request, in which case a Bank’s request for such additional amounts relating to the period more than 180 days prior to the making of Creditthe request must be given not more than 180 days after such Bank becomes aware of the applicable change in law or other event resulting in such increased costs. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender Bank or the Agent, as the case may be, shall be submitted by such Lender Bank or by the Agent to the Borrowers, reasonably promptly after becoming aware of any event described in this Section 11.6(a) 11.6 and shall be conclusively presumed to be correct, absent manifest errorerror in computation.

Capital Adequacy and Other Increased Costs. (a) If any Change in Law affects or would affect the amount of capital or liquidity requirements of a required to be maintained by such Lender or the Agent (or any corporation controlling such Lender or the Agent) and such Lender or the Agent, as the case may be, determines that the amount of required such capital is increased by, or based upon the existence of such Lender’s or the Agent’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, and such increase has the effect of reducing the rate of return on such Lender’s or the Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender or the Agent to be materialmaterial (collectively, “Increased Costs”), then the Agent or such Lender shall notify the BorrowersBorrower, and thereafter the Borrowers Borrower shall pay to such Lender or the Agent, as the case may be, within ten (10) Business Days of written demand therefor from such Lender or the Agent, additional amounts sufficient to compensate such Lender or the Agent (or such controlling corporation) for any such reduction increase in the amount of capital and reduced rate of return which such Lender or the Agent reasonably determines to be allocable to the existence of such Lender’s or the Agent’s obligations or Advances hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Agent, as the case may be, shall be submitted by such Lender or by the Agent to the BorrowersBorrower, reasonably promptly after becoming aware of any event described in this Section 11.6(a) and shall be conclusively presumed to be correct, absent manifest error.

Capital Adequacy and Other Increased Costs. If In the event that after the Effective Date the adoption of or any Change change in Law any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Lender or Agent, or any interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender or Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk based capital guidelines, affects or would affect the amount of capital required or liquidity requirements of a expected to be maintained by such Lender or the Agent (or any corporation controlling such Lender or the Agent) and such Lender or the Agent, as the case may be, determines that the amount of required such capital is increased by, by or based upon the existence of such Lender’s or the Agent’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, hereunder and such increase has the effect of reducing the rate of return on such Lender’s or the Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender or the Agent to be materialmaterial (collectively, “Increased Costs”), then the Agent or such Lender shall notify the BorrowersBorrower, and thereafter the Borrowers Borrower shall pay to such Lender or the Agent, as the case may be, within ten (10) Business Days of written demand therefor from time to time, upon request by such Lender or the Agent, additional amounts sufficient to compensate such Lender or the Agent (or such controlling corporation) for any such reduction increase in the amount of capital and reduced rate of return which such Lender or the Agent reasonably determines to be allocable to the existence of such Lender’s or the Agent’s obligations or Advances hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth as to the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Agent, as the case may be, shall be submitted by such Lender or by the Agent to the BorrowersBorrower, reasonably promptly after becoming aware of any event described in this Section 11.6(a) 11.6 and shall be conclusively presumed to be correctconclusive, absent manifest errorerror in computation.

Capital Adequacy and Other Increased Costs. If (a) If, any Change in Law affects or would affect the amount of capital or liquidity requirements of a required to be maintained by such Lender or the Agent (or any corporation controlling such Lender or the Agent) and such Lender or the Agent, as the case may be, determines that the amount of required such capital is increased byby or, or based upon the existence of such Lender’s or the Agent’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, and such increase has the effect of reducing the rate of return on such Lender’s or the Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender or the Agent to be materialmaterial (collectively, “Increased Costs”), then the Agent or such Lender shall notify the BorrowersBorrower, and thereafter the Borrowers Borrower shall pay to such Lender or the Agent, as the case may be, within ten (10) Business Days of written demand therefor from such Lender or the Agent, additional amounts sufficient to compensate such Lender or the Agent (or such controlling corporation) for any such reduction increase in the amount of capital and reduced rate of return which such Lender or the Agent reasonably determines to be allocable to the existence of such Lender’s or the Agent’s obligations or Advances hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Agent, as the case may be, shall be submitted by such Lender or by the Agent to the BorrowersBorrower, reasonably promptly after becoming aware of any event described in this Section 11.6(a) and shall be conclusively presumed to be correct, absent manifest error.

Capital Adequacy and Other Increased Costs. If In the event that after the Effective Date the adoption of or any Change change in Law any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Lender or Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Lender or Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk based capital guidelines, affects or would affect the amount of capital or liquidity requirements of a required to be maintained by such Lender or the Agent (or any corporation controlling such Lender or the Agent) and such Lender or the Agent, as the case may be, determines that the amount of required such capital is increased by, by or based upon the existence of such Lender’s or the Agent’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, hereunder and such increase has the effect of reducing the rate of return on such Lender’s or the Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender or the Agent to be materialmaterial (collectively, “Increased Costs”), then the Agent or such Lender shall notify the BorrowersCompany in writing, and thereafter the Borrowers Company shall pay to such Lender or the Agent, as the case may be, within ten fifteen (1015) Business Days days of written demand therefor from such Lender or the Agent, additional amounts sufficient to compensate such Lender or the Agent (or such controlling corporation) for any such reduction increase in the amount of capital and reduced rate of return which such Lender or the Agent reasonably determines to be allocable to the existence of such Lender’s or the Agent’s obligations or Advances hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Agent, as the case may be, shall be submitted by such Lender or by the Agent to the BorrowersCompany, reasonably promptly after becoming aware of any event described in this Section 11.6(a) 9.1 and shall be conclusively presumed to be correctconclusive, absent manifest errorerror in computation.

Capital Adequacy and Other Increased Costs. If (i) If, after the Effective Date, the adoption or introduction of, or any change in any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Lender or the Administrative Agent, or any interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender or the Administrative Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk based capital guidelines (each, a “Change in Law Law”), affects or would affect the amount of capital or liquidity requirements of a required to be maintained by such Lender or the Administrative Agent (or any corporation controlling such Lender or the Administrative Agent) and such Lender or the Administrative Agent, as the case may be, determines that the amount of required such capital or liquidity is increased by, by or based upon the existence of such Lender’s or the Administrative Agent’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, Borrowings hereunder and such 66 increase has the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances Borrowings hereunder to a level below that which such Lender or the Administrative Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender or the Agent to be material(collectively, “Increased Costs”), then the Administrative Agent or such Lender shall notify the BorrowersBorrower, and thereafter the Borrowers Borrower shall pay to such Lender or the Administrative Agent, as the case may be, within ten (10) Business Days of written demand therefor from such Lender or the Administrative Agent, additional amounts sufficient to compensate such Lender or the Administrative Agent (or such controlling corporation) for any such reduction increase in the amount of capital or liquidity and reduced rate of return which such Lender or the Administrative Agent reasonably determines to be allocable to the existence of such Lender’s or the Administrative Agent’s obligations or Advances Borrowings hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Administrative Agent, as the case may be, shall be submitted by such Lender or by the Administrative Agent to the BorrowersBorrower, reasonably promptly after becoming aware of any event described in this Section 11.6(a5.01(b) and shall be conclusively presumed to be correct, absent manifest error. Notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted or issued.

Capital Adequacy and Other Increased Costs. If If, any Change in Law Law, including any risk based capital guidelines, affects or would affect the amount of capital required to be maintained by, or the liquidity requirements of a of, any Lender or the Agent (or any corporation controlling such Lender or the Agent) and such Lender or the Agent, as the case may be, determines that the amount of required such capital or liquidity is increased by, by or based upon the existence of such Lender’s or the Agent’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, hereunder and such increase has the effect of reducing the rate of return on such Lender’s or the Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Agent to be material82- material (collectively, “Increased Costs”), then the Agent or such Lender shall notify the Borrowers, and thereafter the Borrowers shall pay to such Lender or the Agent, as the case may be, within ten (10) Business Days of written demand therefor from such Lender or the Agent, additional amounts sufficient to compensate such Lender or the Agent (or such controlling corporation) for any such reduction of return which such Lender or the Agent reasonably determines to be allocable to the existence of such Lender’s or the Agent’s obligations or Advances hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Agent, as the case may be, shall be submitted by such Lender or by the Agent to the Borrowers, reasonably promptly after becoming aware of any event described in this Section 11.6(a) and shall be conclusively presumed to be correct, absent manifest error.

Capital Adequacy and Other Increased Costs. If after the Effective Date the adoption of or any Change change in Law any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to Lender, or any interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by Lender with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk based capital guidelines, affects or would affect the amount of capital required or liquidity requirements of a expected to be maintained by Lender or the Agent (or any corporation controlling such Lender or the AgentLender) and such Lender or the Agent, as the case may be, determines that the amount of required such capital is increased by, by or based upon the existence of such Lender’s or the Agent’s 's obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, hereunder and such increase has the effect of reducing the rate of return on such Lender’s or the Agent’s 's (or such its controlling corporation’s's) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender or the Agent (or such its controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender or the Agent to be materialmaterial (collectively, "Increased Costs"), then the Agent or such Lender shall notify the BorrowersDebtor, and thereafter the Borrowers Debtor shall pay to Lender from time to time, upon request by such Lender or the Agent, as the case may be, within ten (10) Business Days of written demand therefor from such Lender or the Agent, additional amounts sufficient to compensate such Lender or the Agent (or such its controlling corporation) for any such reduction increase in the amount of capital and reduced rate of return which such Lender or the Agent reasonably determines to be allocable to the existence of such Lender’s or the Agent’s 's obligations or Advances hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth as to the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Agent, as the case may be, shall be submitted by such Lender or by the Agent to the Borrowers, Debtor reasonably promptly after becoming aware of any event described in this Section 11.6(a) 10.03 and shall be conclusively presumed to be correctconclusive, absent manifest errorerror in computation.

Capital Adequacy and Other Increased Costs. If any Change in Law affects or would affect the amount of capital or liquidity requirements of a required to be maintained by such Lender or the Agent (or any corporation controlling such Lender or the Agent) and such Lender or the Agent, as the case may be, determines that the amount of required such capital is increased by, or based upon the existence of such Lender’s or the Agent’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, and such increase has the effect of reducing the rate of return on such Lender’s or the Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender or the Agent to be materialmaterial (collectively, “Increased Costs”), then the Agent or such Lender shall notify the BorrowersBorrower, and thereafter the Borrowers Borrower shall pay to such Lender or the Agent, as the case may be, within ten (10) Business Days of written demand therefor from such Lender or the Agent, additional amounts sufficient to compensate such Lender or the Agent (or such controlling corporation) for any such reduction increase in the amount of capital and reduced rate of return which such Lender or the Agent reasonably determines to be allocable to the existence of such Lender’s or the Agent’s obligations or Advances hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Agent, as the case may be, shall be submitted by such Lender or by the Agent to the BorrowersBorrower, reasonably promptly after becoming aware of any event described in this Section 11.6(a) and shall be conclusively presumed to be correct, absent manifest error.

Capital Adequacy and Other Increased Costs. If In the event that after the Restatement Effective Date the adoption of or any Change change in Law any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk based capital guidelines, affects or would affect the amount of capital required to be maintained by such Bank or liquidity requirements of a Lender or the Agent (or any corporation controlling such Lender Bank or the Agent) and such Lender Bank or the Agent, as the case may be, determines that the amount of required such capital is increased by, by or based upon the existence of such LenderBank’s or the Agent’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, hereunder and such increase has the effect of reducing the rate of return on such LenderBank’s or the Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender Bank or the Agent to be materialmaterial (collectively, “Increased Costs” then the Agent or such Lender Bank shall notify the BorrowersCompany in writing, and thereafter the Borrowers Company shall pay to such Lender Bank or the Agent, as the case may be, within ten fifteen (1015) Business Days days of written demand therefor from such Lender Bank or the Agent, additional amounts sufficient to compensate such Lender Bank or the Agent (or such controlling corporation) for any such reduction Increased Costs which such Lender Bank or the Agent reasonably determines to be allocable to the existence of such LenderBank’s or the Agent’s obligations or Advances hereunder; notwithstanding the forgoing, including without limitation however, the Company shall not be required to pay any obligations Increased Costs under this Section 11.6 or under Sections 11.3, 11.5 or 3.4(b) for any period ending prior to the date that is 180 days prior to the making of a Bank’s initial request for such additional amounts unless the applicable change in respect law or other event resulting in such Increased Costs is effective retroactively to a date more than 180 days prior to the date of Letters such request, in which case a Bank’s request for such additional amounts relating to the period more than 180 days prior to the making of Creditthe request must be given not more than 180 days after such Bank becomes aware of the applicable change in law or other event resulting in such Increased Costs. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender Bank or the Agent, as the case may be, shall be submitted by such Lender Bank or by the Agent to the BorrowersCompany, reasonably promptly after becoming aware of any event described in this Section 11.6(a) 11.6 and shall be conclusively rebuttably presumed to be correct, absent manifest errorerror in computation.

Capital Adequacy and Other Increased Costs. If In the event that after the Effective Date the adoption of or any Change change in Law any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk based capital guidelines, affects or would affect the amount of capital required to be maintained by such Bank or liquidity requirements of a Lender or the Agent (or any corporation controlling such Lender Bank or the Agent) and such Lender Bank or the Agent, as the case may be, determines that the amount of required such capital is increased by, by or based upon the existence of such Lender’s Bank's or the Agent’s 's obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, hereunder and such increase has the effect of reducing the rate of return on such Lender’s Bank's or the Agent’s 's (or such controlling corporation’s's) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender Bank or the Agent to be materialmaterial (collectively, "Increased Costs"), then the Agent or such Lender Bank shall notify the BorrowersCompany in writing, and thereafter the Borrowers Company shall pay to such Lender Bank or the Agent, as the case may be, within ten fifteen (1015) Business Days days of written demand therefor from such Lender Bank or the Agent, additional amounts sufficient to compensate such Lender Bank or the Agent (or such controlling corporation) for any such reduction increase in the amount of capital and reduced rate of return which such Lender Bank or the Agent reasonably determines to be allocable to the existence of such Lender’s Bank's or the Agent’s 's obligations or Advances hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender Bank or the Agent, as the case may be, shall be submitted by such Lender Bank or by the Agent to the BorrowersCompany, reasonably promptly after becoming aware of any event described in this Section 11.6(a) 11.6 and shall be conclusively presumed to be correctconclusive, absent manifest errorerror in computation.

Capital Adequacy and Other Increased Costs. If (a) If, after the Effective Date, the adoption or introduction of, or any Change change in Law any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Lender or the Administrative Agent, or any interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender or the Administrative Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk based capital guidelines, affects or would affect the amount of capital or liquidity requirements of a required to be maintained by such Lender or the Administrative Agent (or any corporation controlling such Lender or the Administrative Agent) and such Lender or the Administrative Agent, as the case may be, determines that the amount of required such capital is increased by, by or based upon the existence of such Lender’s or the Administrative Agent’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, hereunder and such increase has the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender or the Administrative Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender or the Administrative Agent to be materialmaterial (collectively, “Increased Costs”), then the Administrative Agent or such Lender shall notify the BorrowersAdministrative Borrower, and thereafter the Borrowers shall pay to such Lender or the Administrative Agent, as the case may be, within ten (10) Business Days of written demand therefor from such Lender or the Administrative Agent, additional amounts sufficient to compensate such Lender or the Administrative Agent (or such controlling corporation) for any such reduction increase in the amount of capital and reduced rate of return which such Lender or the Administrative Agent reasonably determines to be allocable to the existence of such Lender’s or the Administrative Agent’s obligations or Advances hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Administrative Agent, as the case may be, shall be submitted by such Lender or by the Administrative Agent to the BorrowersAdministrative Borrower, reasonably promptly after becoming aware of any event described in this Section 11.6(a) and shall be conclusively presumed to be correct, absent manifest error.

Capital Adequacy and Other Increased Costs. If In the event that after the Effective Date the adoption of or any Change change in Law any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk based capital guidelines, affects or would affect the amount of capital required to be maintained by such Bank or liquidity requirements of a Lender or the Agent (or any corporation controlling such Lender Bank or the Agent) and such Lender Bank or the Agent, as the case may be, determines that the amount of required such capital is increased by, by or based upon the existence of such Lender’s Bank's or the Agent’s 's obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, hereunder and such increase has the effect of reducing the rate of return on such Lender’s Bank's or the Agent’s 's (or such controlling corporation’s's) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidityadequacy) by an amount deemed by such Lender Bank or the Agent to be materialmaterial (collectively, "Increased Costs" then the Agent or such Lender Bank shall notify the BorrowersCompany in writing, and thereafter the Borrowers Company shall pay to such Lender Bank or the Agent, as the case may be, within ten fifteen (1015) Business Days days of written demand therefor from such Lender Bank or the Agent, additional amounts sufficient to compensate such Lender Bank or the Agent (or such controlling corporation) for any such reduction Increased Costs which such Lender Bank or the Agent reasonably determines to be allocable to the existence of such Lender’s Bank's or the Agent’s 's obligations or Advances hereunder; notwithstanding the forgoing, including without limitation however, the Company shall not be required to pay any obligations Increased Costs under this Section 11.6 or under Sections 11.3, 11.5 or 3.4(b) for any period ending prior to the date that is 180 days prior to the making of a Bank's initial request for such additional amounts unless the applicable change in respect law or other event resulting in such Increased Costs is effective retroactively to a date more than 180 days prior to the date of Letters such request, in which case a Bank's request for such additional amounts relating to the period more than 180 days prior to the making of Creditthe request must be given not more than 180 days after such Bank becomes aware of the applicable change in law or other event resulting in such Increased Costs. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender Bank or the Agent, as the case may be, shall be submitted by such Lender Bank or by the Agent to the BorrowersCompany, reasonably promptly after becoming aware of any event described in this Section 11.6(a) 11.6 and shall be conclusively rebuttably presumed to be correct, absent manifest errorerror in computation.

Capital Adequacy and Other Increased Costs. If any Change in Law affects or would affect the capital or liquidity requirements of a Lender or the Agent Bank (or any corporation controlling such Lender or the AgentBank) and such Lender or the Agent, as the case may be, Bank determines that the amount of required capital or liquidity is increased by, or based upon the existence of such Lender’s or the AgentBank’s obligations or Advances hereunder, the effect of such Change in Law is to result in such an increase, and such increase has the effect of reducing the rate of return on such Lender’s or the AgentBank’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances hereunder to a level below that which such Lender or the Agent Bank (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or and liquidity) by an amount deemed by such Lender or the Agent Bank to be material, then the Agent or such Lender Bank shall notify the BorrowersBorrower, and thereafter the Borrowers Borrower shall pay to such Lender or the AgentBank, as the case may be, within ten (10) Business Days of written demand therefor from such Lender or the AgentBank, additional amounts sufficient to compensate such Lender or the Agent Bank (or such controlling corporation) for any such reduction increase in the amount of capital and/or liquidity and reduced rate of return which such Lender or the Agent Bank reasonably determines to be allocable to the existence of such Lender’s or the AgentBank’s obligations or Advances hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the AgentBank, as the case may be, shall be submitted by such Lender or by the Agent Bank to the BorrowersBorrower, reasonably promptly after becoming aware of any event described in this Section 11.6(a10.6(a) and shall be conclusively presumed to be correct, absent manifest error.

Capital Adequacy and Other Increased Costs. If any Change in Law affects or would affect the capital or liquidity requirements of a Lender or the Agent (or any corporation controlling such Lender or the Agent) (including as a result of the imposition of Taxes other than Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or Other Connection Taxes imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profit Taxes) and such Lender or the Agent, as the case may be, determines that the amount of required capital is increased by, or based upon the existence of such Lender’s or the Agent’s obligations or Advances Loans hereunder, the effect of such Change in Law is to result in such an increase, and such increase has the effect of reducing the rate of return on such Lender’s or the Agent’s (or such controlling corporation’s) capital as a consequence of such obligations or Advances Loans hereunder to a level below that which such Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender or the Agent to be material, then the Agent or such Lender shall notify the BorrowersBorrower, and thereafter the Borrowers Borrower shall pay to such Lender or the Agent, as the case may be, within ten (10) Business Days of written demand therefor from such Lender or the Agent, additional amounts sufficient to compensate such Lender or the Agent (or such controlling corporation) for any such reduction which such Lender or the Agent determines to be allocable to the existence of such Lender’s or the Agent’s obligations or Advances Loans hereunder, including without limitation any obligations in respect of Letters of Credit. A statement setting forth the amount of such compensation, the methodology for the calculation and the calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Agent, as the case may be, shall be submitted by such Lender or by the Agent to the BorrowersBorrower, reasonably promptly after becoming aware of any event described in this Section 11.6(a) 10.1 and shall be conclusively presumed to be correct, absent manifest error.