Common use of Capital Adequacy Clause in Contracts

Capital Adequacy. If any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety (90) days prior to the date on which such Lender first made demand therefor.

Capital Adequacy. If any Lender shall reasonably determine that after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or taking effect ofliquidity of banks or bank holding companies, or any change in, any applicable in Applicable Law regarding capital adequacy, in each instance, (whether adopted before or after the Closing Agreement Date, ) or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the compliance by any Lender or any Person controlling bank holding company of such Lender Lender) with any request, guideline or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such any Lender’s or such controlling Person’s capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit with respect to the Loans to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacyadequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) then from time capital was fully utilized prior to timesuch adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender (which demand shall be accompanied by a statement setting forth Lender, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount amounts as will shall be sufficient to compensate such Lender or such controlling Person (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reductionreduced return which is reasonably allocable to this Agreement, so long as together with interest on such amounts have accrued on or amount from the fourth (4th) Business Day after the day which is ninety date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (90x) days the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date on which that such Lender first made demand therefornotifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If Except as otherwise reflected in the interest rate applicable under this Agreement, if any Lender Bank or the Issuing Bank shall reasonably determine that have determined that, after the date hereof, the adoption or taking effect of, or any change in, of any applicable Law regarding capital adequacy, or any Change in each instance, after the Closing DateLaw, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted agency, in each case, whether or otherwise taking effect after not having the Closing Dateforce of law, has or would have the effect of reducing the rate of return on capital of such Lender’s Bank or the Issuing Bank (or any corporation controlling such controlling Person’s capital Bank or the Issuing Bank) as a consequence of such LenderBank’s or the Issuing Bank’s obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender Bank or the Issuing Bank (or any corporation controlling such controlling Person Bank or the Issuing Bank) could have achieved but for such adoption, taking effect, change, interpretation, administration, application request or compliance directive (taking into consideration such Lender’s or such controlling Person’s its policies with respect to capital adequacy) ), in each case, whether or not having the force of law, by an amount deemed by such Bank or the Issuing Bank to be material, then from time to time, upon within fifteen (15) days after demand by such Lender (which demand shall be accompanied by a statement setting forth Bank or the basis for such demand and a calculation of Issuing Bank, the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), applicable Borrower shall promptly pay to such Lender Bank or the Issuing Bank such additional amount or amounts as will will, in such Bank’s or the Issuing Bank’s reasonable determination, fairly compensate such Lender Bank or the Issuing Bank (or any corporation controlling such controlling Person Bank or the Issuing Bank) for such reduction, so long as . A Borrower shall only be obligated to pay a Bank or the Issuing Bank such amounts have accrued on or after the day which is ninety (90) days prior cost increases to the date extent such Bank or the Issuing Bank has allocated such costs among its customers in good faith and on which such Lender first made demand thereforan equitable and nondiscriminatory basis.

Capital Adequacy. If any Lender or any Issuing Bank shall reasonably determine have determined that the adoption after the date hereof of any other law, rule, regulation or taking effect ofguideline regarding capital adequacy, or any change in, in any applicable Law regarding capital adequacy, in each instance, after of the Closing Date, foregoing or any change after the Closing Date in the interpretation, interpretation or administration or application thereof of any of the foregoing by any Governmental Authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender (or any Person controlling lending office of such Lender Lender) or any Issuing Bank or any Lender’s or any Issuing Bank’s holding company with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling PersonIssuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement, such Lender’s obligations hereunder Commitment, the Loans made by such Lender pursuant hereto, or under any Support Agreement or Lender Letter of Credit or participation interest therein to a level below that which such Lender or Issuing Bank or such controlling Person Lender’s or Issuing Bank’s holding company could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling PersonIssuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy) by an amount deemed by such Lender or Issuing Bank to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender time such additional amount or amounts as will compensate such Lender or Issuing Bank for any such controlling Person for such reduction, so long as such amounts have accrued on or after reduction suffered will be paid by the day which is ninety (90) days prior Borrower to the date on which such Lender first made demand thereforor Issuing Bank, as applicable.

Capital Adequacy. If after the date hereof, any Lender or Issuing Bank (or any affiliate thereof) shall have reasonably determine determined that the adoption of any applicable law, governmental rule, regulation or taking effect oforder regarding the capital adequacy of banks or bank holding companies, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Datetherein, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any such Lender or Issuing Bank (or any Person controlling such Lender affiliate thereof) with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such Lender’s 's or such controlling Person’s Issuing Bank's (or any affiliate thereof) capital as a consequence of such Lender’s 's or Issuing Bank's Commitments or obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s 's or such controlling Person’s Issuing Bank's (or any affiliate thereof) policies with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that such Lender's or Issuing Bank's (or any affiliate thereof) then from time capital was fully utilized prior to timesuch adoption, change or compliance), then, upon demand by such Lender (which demand or Issuing Bank, the Borrowers shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly immediately pay to such Lender or Issuing Bank such additional amount amounts as will shall be sufficient to compensate such Lender or Issuing Bank for any such controlling Person for such reductionreduction actually suffered; provided, so long as such however, that there shall be no duplication of amounts have accrued on paid to a Lender or after the day which is ninety (90) days prior Issuing Bank pursuant to the date on which this sentence and Section 11.3 hereof. A certificate of such Lender first made demand thereforor Issuing Bank setting forth the amount to be paid to such Lender or Issuing Bank by the Borrowers as a result of any event referred to in this paragraph shall, absent manifest error, be conclusive.

Capital Adequacy. (a) If any Lender Bank shall reasonably determine have determined that after the date hereof the adoption or taking effect of, of or any change in, in any applicable Requirement of Law (including any rules or regulations issued under or implementing any existing law) regarding capital adequacy, in each instance, after the Closing Date, adequacy or any change after the Closing Date liquidity or in the interpretation, administration interpretation or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender such Bank or any Person corporation controlling such Lender Bank with any request, guideline request or directive after the date hereof regarding capital adequacy or liquidity (whether or not having the force of law) of from any such central bank or Governmental Authority, central bank does or comparable agency adopted or otherwise taking effect after the Closing Date, has or would shall have the effect of reducing the rate of return on such LenderBank’s or such controlling Personcorporation’s capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender Bank or such controlling Person corporation could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such LenderBank’s or such controlling Personcorporation’s policies with respect to capital adequacyadequacy or liquidity) by an amount which is reasonably deemed by such Bank to be material, then from time to time, upon demand after submission by such Lender Bank, through the Agent, to the Company of a written request therefor (such request, which demand shall be accompanied by a statement setting forth conclusive and binding upon all parties in the absence of manifest error, shall include details reasonably sufficient to establish the basis for such demand additional amounts payable and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished submitted to Administrative Agentthe Company within 30 Business Days after it becomes aware of such fact), Borrower shall promptly the Company shall, within 15 Business Days of such written request, pay to such Lender Bank such additional amount or amounts as will compensate such Lender or such controlling Person Bank for such reduction, so long as such . The agreements in this subsection 2.14 shall survive the termination of this Agreement and payment of the Loans and all other amounts have accrued on or after the day which is ninety payable hereunder. (90b) days prior Notwithstanding anything herein to the contrary (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in a Requirement of Law, regardless of the date on which such Lender first made demand thereforenacted, adopted, issued or implemented.

Capital Adequacy. If any Lender shall reasonably determine that after the date hereof, the adoption of any Applicable Law regarding the capital adequacy of banks or taking effect ofbank holding companies, or any change in, any applicable in Applicable Law regarding capital adequacy, in each instance, (whether adopted before or after the Closing Agreement Date, ) or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such any Lender’s or such controlling Person’s 's capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit with respect to the Loans and the Revolving Loan Commitment (or, if applicable, Incremental Facility Commitments) to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Person’s 's policies with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that such Lender's capital was fully utilized prior to such adoption, change or compliance) then from time by an amount reasonably deemed by such Lender to timebe material, then, upon the earlier of demand by such Lender (which demand shall be accompanied by a statement setting forth or the basis for such demand and a calculation of Maturity Date, the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount amounts as will shall be sufficient to compensate such Lender or such controlling Person for such reductionreduced return, so long as together with interest on such amounts have accrued on or amount from the fourth (4th) Business Day after the day which is date of demand or the Maturity Date, as applicable, until payment in full thereof at the Default Rate. Notwithstanding the foregoing, the Borrower shall only be obligated to compensate such Lender for any amount under this subsection arising or occurring during (i) in the case of each such request for compensation, any time or period commencing not more than ninety (90) days prior to the date on which such Lender first made demand thereforsubmits such request and (ii) any other time or period during which, because of the unannounced retroactive application of such law, regulation, interpretation, request or directive, such Lender could not have known that the resulting reduction in return might arise. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error.

Capital Adequacy. If any Lender shall or Issuing Bank reasonably determine determines that the adoption its required compliance with any law or taking effect of, regulation or any change in, guideline or request from any applicable Law regarding capital adequacy, in each instance, after the Closing Date, central bank or any change after the Closing Date in the interpretation, administration or application thereof by any other Governmental Authority, central bank or comparable agency charged with including, without limitation, the interpretation, administration or application thereof, or implementation of the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (whether or not having the force of law) and any 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 regulatory authorities, in each case pursuant to Basel III (whether or not having the force of any such Governmental Authoritylaw), central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has affects or would have affect the effect amount of reducing capital or liquidity required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and that the rate amount of return on such Lender’s the capital or such controlling Person’s capital as a consequence liquidity is increased by or based upon the existence of such Lender’s obligations hereunder commitment to lend or under any Support Agreement or Lender Letter such Issuing Bank’s commitment to issue the Letters of Credit to a level below that which and other commitments of this type, then, upon thirty days’ prior written notice by such Lender or such controlling Person could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance Issuing Bank (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished any such demand to the Administrative Agent), the Borrower shall promptly pay to the Administrative Agent for the account of such Lender or Issuing Bank, as the case may be, from time-to-time as specified by such Lender or Issuing Bank, additional amount as will amounts sufficient to compensate such Lender or such controlling Person for such reductionIssuing Bank, so long as such amounts have accrued on or after in light of the day which is ninety (90) days prior circumstances, to the date on which extent that such Lender first made demand thereforor Issuing Bank, as the case may be, (x) reasonably determines the increase in capital to be allocable to the existence of such Lender’s commitment to lend or such Issuing Bank’s commitment to issue the Letters of Credit under this Agreement and (y) is generally seeking, or intends generally to seek, compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender or Issuing Bank has the right under such similar credit facilities to do so) with respect to such required compliance with any law or regulation or any guideline or request from any central bank or other Governmental Authority regarding capital requirements. A certificate as to the amounts showing in reasonable detail the calculation of the amounts submitted to the Borrower by such Lender or Issuing Bank shall be presumptively correct, absent manifest error.

Capital Adequacy. If after the date hereof any Lender shall reasonably determine determines that (a) the adoption of or taking effect ofchange in any law, rule, regulation or guideline regarding liquidity or capital requirements for banks or bank holding companies or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration interpretation or application thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation, administration or application thereof, which affects similarly situated banks or the financial institutions generally and is not applicable to a Lender primarily by reason of such Lender’s particular conduct or condition, or (b) compliance by any such Lender or any Person controlling such Lender its parent bank holding company with any requestguideline, guideline request or directive of any such entity regarding liquidity or capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date), has or would have the effect of reducing the rate of return on such Lender’s or such controlling Personholding company’s capital as a consequence of such Lender’s obligations hereunder commitment to make Loans or under any Support Agreement or Lender Letter participate in Letters of Credit hereunder to a level below that which such Lender or such controlling Person holding company could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Personholding company’s then existing policies with respect to capital adequacyadequacy and assuming the full utilization of such entity’s capital) then from time to time, upon demand by any amount deemed by such Lender (which demand shall to be accompanied by a statement setting forth material, then such Lender may notify the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished Borrower thereof. The Borrower agrees to Administrative Agent), Borrower shall promptly pay to such Lender the amount of such additional amount reduction in the return on capital as will compensate and when such reduction is determined, upon presentation by such Lender of a statement of the amount setting forth the Lender’s calculation thereof. In determining such amount, such Lender may use any reasonable averaging and attribution methods generally applied by such Lender. For purposes of §4.8 and this §4.9, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, publications, orders, guidelines and directives thereunder or such controlling Person issued in connection therewith and all requests, rules, guidelines or directives promulgated by the Bank for such reductionInternational Settlements, so long as such amounts 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 be deemed to have accrued on or been adopted and gone into effect after the day which is ninety (90) days prior to the date on which such Lender first made demand thereforhereof regardless of when adopted, enacted or issued.

Capital Adequacy. If any Lender shall reasonably determine that after the date hereof, the adoption of any Applicable Law regarding the capital adequacy of banks or taking effect ofbank holding companies, or any change in, any applicable in Applicable Law regarding capital adequacy, in each instance, (whether adopted before or after the Closing Agreement Date, ) or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the compliance by any Lender or any Person controlling bank holding company of such Lender Lender) with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such any Lender’s or such controlling Person’s capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit with respect to the Loans and the Commitments to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) then from time capital was fully utilized prior to timesuch adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender (which demand shall be accompanied by a statement setting forth Lender, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount amounts as will shall be sufficient to compensate such Lender or such controlling Person (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reductionreduced return which is reasonably allocable to this Agreement, so long as together with interest on such amounts have accrued on or amount from the fourth (4th) Business Day after the day which is ninety (90) days prior to date of demand or the date on which Maturity Date, as applicable, until payment in full thereof at the Default Rate. A certificate of such Lender first made setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand thereforcompensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements.

Capital Adequacy. If If, after the date hereof, any Lender (or any Affiliate of any Lender) shall have reasonably determine determined that the adoption of any Applicable Law, governmental rule, regulation or taking effect oforder regarding the capital adequacy of banks or bank holding companies, or any Change in Law, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender (or any Person controlling such Lender Affiliate of any Lender) with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on the capital of such Lender (or any Affiliate of such Lender’s or such controlling Person’s capital ) as a consequence of any of such Lender’s Revolving Credit Facility or obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration the policies of such Lender (or Affiliate of such Lender’s or such controlling Person’s policies ) with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that the capital of such Lender (or Affiliate of such Lender) then from time was fully utilized prior to timesuch adoption, change or compliance), then, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, with a copy of which shall be furnished such demand to Administrative Agent), Borrower shall promptly immediately pay to Agent, for the benefit of such Lender, such additional amounts as shall be sufficient to compensate such Lender for any such reduction actually suffered; provided, that there shall be no duplication of amounts paid to such Lender such additional amount as will compensate pursuant to this sentence and Section 10.3. A certificate of such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after setting forth the day which is ninety (90) days prior amount to the date on which be paid to such Lender first made demand thereforby Borrower as a result of any event referred to in this Section 10.5 shall, absent manifest error, be deemed final, binding and conclusive upon Borrower.

Capital Adequacy. If If, after the date hereof, any Lender (or any Affiliate of any Lender) shall have reasonably determine determined that the adoption of any Applicable Law, governmental rule, regulation or taking effect oforder regarding the capital adequacy of banks or bank holding companies, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Datetherein, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender (or any Person controlling such Lender Affiliate of any Lender) with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such the capital of Lender (or any Affiliate of Lender’s or such controlling Person’s capital ) as a consequence of any of such Lender’s 's obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such the policies of any Lender (or Affiliate of any Lender’s or such controlling Person’s policies ) with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that the capital of such Lender (or Affiliate of such Lender) then from time was fully utilized prior to timesuch adoption, change or compliance), then, upon demand by such Lender (which demand Lender, Borrower shall immediately pay to such lender such additional amounts as shall be accompanied by a statement setting forth the basis sufficient to compensate such lender for any such demand reduction actually suffered; provided, that there shall be no duplication of amounts paid to any Lender pursuant to this sentence and a calculation Section 14.1. Such Lender's determination of the amount thereof in reasonable detail, a copy of which shall to be furnished to Administrative Agent), Borrower shall promptly pay paid to such Lender such additional amount lender by Borrower as will compensate such Lender or such controlling Person for such reductiona result of any event referred to in this Section 14.2 shall, so long as such amounts have accrued on or after the day which is ninety (90) days prior to the date on which such Lender first made demand thereforabsent manifest error, be deemed final, binding and conclusive upon Borrower.

Capital Adequacy. If any Lender shall reasonably determine that after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or taking effect ofliquidity of banks or bank holding companies, or any change in, any applicable in Applicable Law regarding capital adequacy, in each instance, (whether adopted before or after the Closing Effective Date, ) or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the compliance by any Lender or any Person controlling bank holding company of such Lender Lender) with any request, guideline or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such any Lender’s or such controlling Person’s capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit with respect to the Loans and the Commitments to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacyadequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) then from time capital was fully utilized prior to timesuch adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender (which demand shall be accompanied by a statement setting forth Lender, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), relevant Borrower shall promptly pay to such Lender such additional amount amounts as will shall be sufficient to compensate such Lender or such controlling Person (on an after-tax basis and without duplication of amounts paid by the relevant Borrower pursuant to Section 10.3) for such reductionreduced return which is reasonably allocable to this Agreement, so long as together with interest on such amounts have accrued on or amount from the fourth (4th) Business Day after the day which is ninety date of demand or the Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (90x) days the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the relevant Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the relevant Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date on which that such Lender first made demand therefornotifies the relevant Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If any Lender shall reasonably determine that after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or taking effect ofliquidity of banks or bank holding companies, or any change in, any applicable in Applicable Law regarding capital adequacy, in each instance, (whether adopted before or after the Closing Second Restatement Date, ) or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the compliance by any Lender or any Person controlling bank holding company of such Lender Lender) with any request, guideline or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such any Lender’s or such controlling Person’s capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit with respect to the Loans to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacyadequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) then from time capital was fully utilized prior to timesuch adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender (which demand shall be accompanied by a statement setting forth Lender, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount amounts as will shall be sufficient to compensate such Lender or such controlling Person (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reductionreduced return which is reasonably allocable to this Agreement, so long as together with interest on such amounts have accrued on or amount from the fourth (4th) Business Day after the day which is ninety date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (90x) days the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date on which that such Lender first made demand therefornotifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If the Agent, any Lender Bank or the Issuing Bank shall have reasonably determine that determined that, subsequent to the date hereof, any change in the applicability of any law, rule, regulation or guideline, or the adoption after the date hereof of any other law, rule, regulation or taking effect ofguideline regarding capital adequacy, or any change in, in any applicable Law regarding capital adequacy, in each instance, after of the Closing Date, foregoing or any change after the Closing Date in the interpretation, interpretation or administration or application thereof of any of the foregoing by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender such Bank or the Issuing Bank (or any Person controlling lending office of such Lender Bank or the Issuing Bank) or such Bank's or the Issuing Bank's holding company with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such Lender’s Bank's or the Issuing Bank's capital or on the capital of such controlling Person’s capital Bank's or the Issuing Bank's holding company, if any, as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender Bank or the Issuing Bank or such controlling Person Bank's or the Issuing Bank's holding company could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s Bank's or the Issuing Bank's policies and the policies of such controlling Person’s policies Bank's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Bank or the Issuing Bank to be material, then from time to time: (a) the Agent, upon demand the Bank or the Issuing Bank which is affected by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation any of the conditions described above shall notify the Borrower, and any such affected Bank or the Issuing Bank shall notify the Agent of such event, together with the date thereof, the amount thereof of such reduced rate of return and the way in reasonable detail, a copy of which shall be furnished to Administrative Agent), such amount has been calculated; and (b) the Borrower shall promptly pay to the Agent, the affected Bank or the Issuing Bank, as the case may be, within ten (10) days after the advice referred to in subsection (a) hereinabove, such Lender such additional an amount or amounts as will compensate the Agent, such Lender affected Bank or such controlling Person the Issuing Bank for such reduction, reduced rate of return for so long as such amounts have accrued on or after the day which is ninety (90) days prior to the date on which such Lender first made demand thereforreduction shall remain in effect.

Capital Adequacy. If any Lender shall reasonably determine that after the date hereof, the adoption of any Applicable Law regarding the capital adequacy of banks or taking effect ofbank holding companies, or any change in, any applicable in Applicable Law regarding capital adequacy, in each instance, (whether adopted before or after the Closing Agreement Date, ) or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender or any Person controlling such Lender (or the bank holding company of such Lender) with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such any Lender’s or such controlling Person’s 's capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit with respect to the Loans and the Commitment to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Person’s 's policies with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that such Lender's capital was fully utilized prior to such adoption, change or compliance) then from time by an amount reasonably deemed by such Lender to timebe material, then, if such Lender exercises its capital adequacy protection rights (if any) generally for borrowers situated similarly to the Borrower and upon demand by such Lender (which demand shall be accompanied by a statement setting forth Lender, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount amounts as will shall be sufficient to compensate such Lender or such controlling Person for such reductionreduced return, so long as together with interest on such amounts have accrued on or amount from the fourth (4th) Business Day after the day which is ninety (90) days prior to date of demand or the date on which Revolving Loan Maturity Date, Term Loan A Maturity Date, Term Loan B Maturity Date, Term Loan C Maturity Date and Incremental Facility Maturity Date, as applicable, until payment in full thereof at the Default Rate. A certificate of such Lender first made demand thereforsetting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error.

Capital Adequacy. If any Lender shall reasonably determine that after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or taking effect ofliquidity of banks or bank holding companies, or any change in, any applicable in Applicable Law regarding capital adequacy, in each instance, (whether adopted before or after the Closing Effective Date, ) or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the compliance by any Lender or any Person controlling bank holding company of such Lender Lender) with any request, guideline or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such any Lender’s or such controlling Person’s capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit with respect to the Loans and the Commitments to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacyadequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) then from time capital was fully utilized prior to timesuch adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender (which demand shall be accompanied by a statement setting forth Lender, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), relevant Borrower shall promptly pay to such Lender such additional amount amounts as will shall be sufficient to compensate such Lender or such controlling Person (on an after-tax basis and without duplication of amounts paid by the relevant Borrower pursuant to Section 10.3) for such reductionreduced return which is reasonably allocable to this Agreement, so long as together with interest on such amounts have accrued on or amount from the fourth (4th) Business Day after the day which is ninety date of demand or the Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (90x) days the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the relevant Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the relevant Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date on which that such Lender first made demand therefornotifies the relevant Borrower of the circumstances giving rise to such increased costs or reductions and of such ▇▇▇▇▇▇’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If any If, after the date hereof, Lender shall reasonably determine have determined that either (a) the adoption of any applicable law, rule, regulation, or taking effect ofguideline regarding capital adequacy, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Datetherein, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authority, central bank bank, or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the (b) compliance by any Lender (or any Person controlling such Lender lending office of Lender) with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank bank, or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s 's capital as a consequence of such Lender’s its or Borrowers' obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s or such controlling Person’s 's policies with respect to capital adequacy) by an amount deemed by Lender to be material, then from time to time-to-time, upon within ten (10) days after demand by such Lender (which demand Lender, Borrowers shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount or amounts as will adequately compensate such Lender or such controlling Person for such reduction. Lender will promptly notify Borrowers of any event of which it has actual knowledge, so long as occurring after the date thereof, which will entitle Lender to compensation pursuant to this SECTION 9.18. A certificate of Lender claiming compensation under this SECTION 9.18 and setting forth the additional amount or amounts to be paid to it hereunder, together with the description of the manner in which such amounts have accrued on or after been calculated, shall be conclusive in the day which is ninety (90) days prior to the date on which absence of manifest error. In determining such amount, Lender first made demand thereformay use any reasonable averaging and attribution methods.

Capital Adequacy. If any Lender shall reasonably determine have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof, it being agreed that "adopted after the date hereof" shall include compliance by a Lender or any lending office or holding company of a Lender with any Basle Law whether or not such Basle Law was in effect, applicable or phased in on or prior to or after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards" or pursuant to or arising out of any report, agreement or convention of any international banking group adopted subsequent to such 1988 report (said laws, rules, regulations and guidelines pursuant to or arising out of such 1988 report or any such subsequently adopted report, agreement or convention being sometimes collectively herein referred to as "Basle Laws"), or the adoption after the date hereof of any other law, rule, regulation or taking effect ofguideline regarding capital adequacy (any such other law, rule, regulation or guideline being sometimes herein referred to as "Other Laws"), or any change in, in any applicable Law regarding capital adequacy, in each instance, of the foregoing (after the Closing Date, date hereof in respect of Other Laws; before or any change after the Closing Date date hereof in respect of Basle Laws) or in the interpretation, enforcement or interpretation or administration of any of the foregoing (after the date hereof in respect of Other Laws; before or application thereof after the date hereof in respect of Basle Laws) by any Governmental Government Authority, central bank or comparable agency charged with the interpretation, enforcement or interpretation or administration or application thereof, or the compliance by any Lender (or any Person controlling such lending office of any Lender) or any holding company of any Lender with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such Lender’s 's capital or on the capital of such controlling Person’s capital Lender's holding company, if any, as a consequence of such Lender’s its Commitments, Loans or any of its obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person Lender's holding company could have achieved but for such applicability, adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or 's policies and the policies of such controlling Person’s policies Lender's holding company with respect to capital adequacy) then from time by an amount deemed by such Lender to timebe material, then, upon demand by such Lender (which demand shall be accompanied or by a statement setting forth the basis for Agent on such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative AgentLender's behalf), Borrower shall promptly pay to such Lender from time to time such additional amount or amounts as will compensate such Lender or such controlling Person Lender's holding company for any such reductionreduction suffered, so long together with interest on each such amount from the date demanded until payment in full (after as such amounts have accrued on or well as before judgment) thereof at the Base Rate. Each Lender shall endeavor to give Borrower notice of its intention to require compensation under this Section 3.4 within a reasonable time after the day which is ninety (90) days prior loan officer of such Lender with responsibility for this Agreement becomes aware of its entitlement to such compensation under this Section 3.4, but no failure to give any such notice shall affect or relieve Borrower of any of Borrower's obligations under this Section 3.4 or under any other provision of this Agreement or any other Loan Document or result in any obligation or liability of Agent or any Lender to Borrower or any other Person. A certificate of a Lender as to the date on which amount required to be paid by Borrower under this Section 3.4 and showing in reasonable detail the basis for the calculation thereof shall, absent manifest error, be final and conclusive (it being understood that in no event shall any Lender be required to disclose in such certificate or otherwise any non-public information). In determining such amount or amounts, a Lender first made demand thereformay use any method of averaging and attribution as it (in its sole and absolute discretion) shall deem applicable.

Capital Adequacy. If after the Agreement Date, any Lender (or any Affiliate of any Lender) shall reasonably determine have determined that the adoption of any Applicable Law, governmental rule, regulation or taking effect oforder regarding the capital adequacy of banks or bank holding companies, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Datetherein, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any such Lender (or any Person controlling Affiliate of such Lender Lender) with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted (but only if such adoption, change, request or otherwise taking effect directive occurs after the Closing Agreement Date), has or would have the effect of reducing the rate of return on such Lender’s (or any Affiliate of such controlling Person’s Lender) capital as a consequence of such Lender’s the Commitment or obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s (or any Affiliate of such controlling Person’s Lender) policies with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that such Lender’s (or any Affiliate of such Lender) then from time capital was fully utilized prior to timesuch adoption, change or compliance), then, promptly upon demand by such Lender (which demand shall be accompanied by a statement setting forth Lender, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount Additional Amount or amounts as will shall be sufficient to compensate such Lender for any such reduction actually suffered; provided, however, that there shall be no duplication of amounts paid to any Lender pursuant to this sentence and Section 11.3. A certificate of any Lender setting forth the amount to be paid to such Lender by the Borrower (with a copy to the Administrative Agent) as a result of any event referred to in this paragraph shall, absent manifest error, be conclusive. For purposes of this Section 11.5, each of (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (including regulations promulgated with respect thereto) and all requests, guidelines or such controlling Person directives in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for such reductionInternational Settlements, so long as such amounts the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case in respect of this clause (ii), pursuant to Basel III, are, in the case of each of clauses (i) and (ii), deemed to have accrued on or gone into effect and been adopted after the day which is ninety (90) days prior to the date on which such Lender first made demand thereforAgreement Date.

Capital Adequacy. If any Lender shall reasonably determine that If, after the date hereof, the adoption of any Applicable Law regarding the capital adequacy of banks or taking effect ofbank holding companies, or any change in, any applicable in Applicable Law regarding capital adequacy, in each instance, (whether adopted before or after the Closing Agreement Date, ) or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline directive issued or directive adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such any Lender’s or such controlling Person’s 's capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit with respect to the Loans and the Commitment to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Person’s 's policies with respect to capital adequacy) adequacy immediately before such adoption, change or compliance and assuming that such Lender's capital was fully utilized prior to such adoption, change or compliance by an amount reasonably deemed by such Lender to be material, then from time to timesuch Lender shall promptly notify the Borrower of such adoption, upon compliance, or change. Upon demand by such Lender made within one hundred eighty (which demand shall be accompanied by a statement setting forth 180) days of such adoption, compliance or change, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount amounts as will shall be sufficient to compensate such Lender or such controlling Person for such reductionreduced return, so long as together with interest on such amounts have accrued on or after the day which is ninety (90) days prior to amount from the date on which of demand until payment in full thereof at the Default Rate. A certificate of such Lender first made demand thereforsetting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct.

Capital Adequacy. If any Lender shall reasonably determine have determined that the adoption after the Effective Date or taking effect ofeffectiveness after the Effective Date (whether or not previously announced) of any applicable law, rule, regulation or treaty regarding capital adequacy, or any change in, any applicable Law regarding capital adequacy, in each instance, therein after the Closing Effective Date, or any change in the interpretation or administration thereof after the Closing Effective Date in the interpretation, administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline request or directive after the Effective Date regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender’s Lender or any corporation controlling such controlling Person’s capital Lender as a consequence of such Lender’s its obligations hereunder hereunder, under the Notes or under any Support Agreement or Lender Letter of Credit other Obligations held by it to a level below that which such Lender or such controlling Person corporation could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Person’s 's policies with respect to capital adequacy) by an amount deemed by such Lender or such corporation to be material, then from time to time, upon satisfaction of the conditions precedent set forth in this Section, after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, with a copy of which shall be furnished to Administrative Agent)) as provided below, Borrower shall promptly pay (subject to Sections 11.7 and 11.15 hereof) to such Lender such additional amount or amounts as will compensate such Lender or such controlling Person corporation for such reduction, so long . The certificate of any Lender setting forth such amount or amounts as shall be necessary to compensate it and the basis thereof and reasons therefor shall be delivered as soon as practicable to Borrower and shall be prima facie evidence of the correctness thereof. Borrower shall pay the amount shown as due on any such amounts have accrued on or certificate within fifteen (15) Business Days after the day which is ninety (90) days prior to the date on which delivery of such certificate. In preparing such certificate, a Lender first made demand thereformay employ such assumptions and allocations of costs and expenses as it shall in good ▇▇▇▇▇ ▇▇▇▇ reasonable and may use any reasonable averaging and attribution method.

Capital Adequacy. If any Lender shall reasonably determine that after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or taking effect ofliquidity of banks or bank holding companies, or any change in, any applicable in Applicable Law regarding capital adequacy, in each instance, (whether adopted before or after the Closing Effective Date, ) or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the compliance by any Lender or any Person controlling bank holding company of such Lender Lender) with any request, guideline or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such any Lender’s or such controlling Person’s capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit with respect to the Loans and the Commitments to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacyadequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) then from time capital was fully utilized prior to timesuch adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender (which demand shall be accompanied by a statement setting forth Lender, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount amounts as will shall be sufficient to compensate such Lender or such controlling Person (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reductionreduced return which is reasonably allocable to this Agreement, so long as together with interest on such amounts have accrued on or amount from the fourth (4th) Business Day after the day which is ninety date of demand or the Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (90x) days the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date on which that such Lender first made demand therefornotifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. (a) If any Lender Bank shall reasonably determine have determined that after the date hereof the adoption or taking effect of, of or any change in, in any applicable Requirement of Law (including any rules or regulations issued under or implementing any existing law) regarding capital adequacy, in each instance, after the Closing Date, adequacy or any change after the Closing Date liquidity or in the interpretation, administration interpretation or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender such Bank or any Person corporation controlling such Lender Bank with any request, guideline request or directive after the date hereof regarding capital adequacy or liquidity (whether or not having the force of law) of from any such central bank or Governmental Authority, central bank does or comparable agency adopted or otherwise taking effect after the Closing Date, has or would shall have the effect of reducing the rate of return on such LenderBank’s or such controlling Personcorporation’s capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender Bank or such controlling Person corporation could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such LenderBank’s or such controlling Personcorporation’s policies with respect to capital adequacyadequacy or liquidity) by an amount which is reasonably deemed by such Bank to be material, then from time to time, upon demand after submission by such Lender Bank, through the Agent, to the Company of a written request therefor (such request, which demand shall be accompanied by a statement setting forth conclusive and binding upon all parties in the absence of manifest error, shall include details reasonably sufficient to establish the basis for such demand additional amounts payable and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished submitted to Administrative Agentthe Company within 30 Working Days after it becomes aware of such fact), Borrower shall promptly the Company shall, within 15 Business Days of such written request, pay to such Lender Bank such additional amount or amounts as will compensate such Lender or such controlling Person Bank for such reduction, so long as such . The agreements in this subsection 2.14 shall survive the termination of this Agreement and payment of the Loans and all other amounts have accrued on or after the day which is ninety payable hereunder. (90b) days prior Notwithstanding anything herein to the contrary (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in a Requirement of Law, regardless of the date on which such Lender first made demand thereforenacted, adopted, issued or implemented.

Capital Adequacy. If after the date hereof any Lender shall reasonably determine determines that (a) the adoption of or taking effect of, change in any Applicable Law regarding liquidity or capital ratios or requirements for banks or bank holding companies or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration interpretation or application thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation, administration or application thereof, which change affects similarly situated banks or the financial institutions generally and is not applicable to a Lender primarily by reason of such Lender’s particular conduct or condition, or (b) compliance by any such Lender or any Person controlling such Lender its parent bank holding company with any requestguideline, guideline request or directive of any such entity regarding liquidity or capital ratios or adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date), has or would have the effect of reducing the rate of return on such Lender’s or such controlling Personholding company’s capital as a consequence of such Lender’s obligations hereunder commitment to make Loans or under any Support Agreement or Lender Letter participate in Letters of Credit hereunder to a level below that which such Lender or such controlling Person holding company could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Personholding company’s then existing policies with respect to capital adequacyadequacy and assuming the full utilization of such entity’s capital) then from time to time, upon demand by any amount deemed by such Lender (which demand shall to be accompanied by a statement setting forth material, then such Lender may notify the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished Borrower thereof. The Borrower agrees to Administrative Agent), Borrower shall promptly pay to such Lender the amount of such additional amount reduction in the return on capital as will compensate and when such reduction is determined, upon presentation by such Lender of a statement of the amount setting forth the Lender’s calculation thereof. In determining such amount, such Lender may use any reasonable averaging and attribution methods generally applied by such Lender. For purposes of §4.8 and this §4.9, the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, publications, orders, guidelines and directives thereunder or such controlling Person issued in connection therewith and all requests, rules, guidelines or directives promulgated by the Bank for such reductionInternational Settlements, so long as such amounts 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 be deemed to have accrued on or been adopted and gone into effect after the day which is ninety (90) days prior to the date on which such Lender first made demand thereforhereof regardless of when adopted, enacted or issued.

Capital Adequacy. If Except as provided in Section 3.6, if any Lender shall reasonably determine have determined that the adoption or taking effect of, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or compliance by such Lender with any change after the Closing Date date hereof in the interpretationany applicable law, governmental rule, regulation or order regarding capital adequacy of banks or bank holding companies, or any interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline request or directive regarding capital adequacy if such Lender reasonably believes that compliance therewith is in accordance with customary commercial practice (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) of any such Governmental Authorityauthority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s 's capital as a consequence of such Lender’s 's obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s or such controlling Person’s 's policies with respect to capital adequacyadequacy immediately before such compliance and assuming that such Lender's capital was fully utilized prior to such compliance) by an amount deemed by such Lender to be material, then the Borrowers jointly and severally will on demand by the Administrative Agent, accompanied by the certificate referred to below, pay to the Administrative Agent from time to time, upon demand time as specified by such Lender (which demand Lenders as are so affected such additional amounts as shall be accompanied by a statement sufficient to compensate such Lenders for such reduced return, together with interest on each such amount from 15 Banking Days after the date demanded until payment in full thereof at the rate of interest on overdue installments of principal provided in Section 3.1. A certificate of an officer of any such Lender setting forth the amount to be paid to it and the basis for computation thereof hereunder shall, in the absence of manifest error, be conclusive. In determining such demand and a calculation of the amount thereof in reasonable detailamount, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety (90) days prior to the date on which such Lender first made demand thereformay use any reasonable averaging and attribution methods.

Capital Adequacy. If any Lender shall reasonably determine Bank or the Issuing Bank determines in good faith that the adoption compliance with any law or taking effect of, regulation or any change in, guideline or request from any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy other Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and that the amount of such capital is increased by or based upon the existence of such Bank's commitment to lend or the Issuing Bank's commitment to issue the Letters of Credit and other commitments of this type, then, upon 30 days' prior written notice by such Bank or the Issuing Bank accompanied by the below-described certificate (with a copy of any such Governmental Authoritydemand to the Agent), central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has or would have Borrower shall immediately pay to the effect of reducing Agent for the rate of return on such Lender’s or such controlling Person’s capital as a consequence account of such Lender’s obligations hereunder Bank or under any Support Agreement to the Issuing Bank, as the case may be, from time to time as specified by such Bank or Lender Letter the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank, in light of Credit to a level below that which such Lender or such controlling Person could have achieved but for such adoptioncircumstances, taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s or such controlling Person’s policies i) with respect to such Bank, to the extent that such Bank reasonably determines such increase in capital adequacyto be allocable to the existence of such Bank's commitment to lend under this Agreement and (ii) then from time with respect to timethe Issuing Bank, upon demand by to the extent that the Issuing Bank reasonably determines such Lender (which demand shall increase in capital to be accompanied by a statement setting forth allocable to the basis for such demand and a calculation issuance or maintenance of the amount thereof in reasonable detail, a copy Letters of which shall Credit. The Borrower will not be furnished responsible for paying any amounts pursuant to Administrative Agent), Borrower shall promptly pay this Section 2.12(a) accruing prior to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety (90) 180 days prior to the receipt by the Borrower of the certificate referred to in the preceding sentence; provided that if any law, rule or regulation or any interpretation or administration thereof, or any request or directive giving rise to such Bank's right to compensation under this paragraph has retroactive effect, such Bank shall be entitled to claim compensation under this paragraph for the period commencing on such date on which of retroactive effect through the date of adoption or change or promulgation thereof without regard to the foregoing limitation. A certificate as to such Lender first made demand thereforamounts and detailing the calculation of such amounts submitted to the Borrower by such Bank or the Issuing Bank shall be conclusive and binding for all purposes, absent manifest error.

Capital Adequacy. If after the Agreement Date, any Lender or any Issuing Bank (or any Affiliate of the foregoing) shall have reasonably determine determined that the adoption of any applicable law, governmental rule, regulation or taking effect oforder regarding the capital adequacy or liquidity requirements of banks or bank holding companies, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Datetherein, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any such Lender or such Issuing Bank (or any Person controlling such Lender Affiliate of the foregoing) with any request, guideline request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency adopted (but only if such adoption, change, request or otherwise taking effect directive occurs after the Closing Agreement Date), has or would have the effect of reducing the rate of return on such Lender’s or such controlling PersonIssuing Bank’s (or any Affiliate of the foregoing) capital as a consequence of such Lender’s or such Issuing Bank’s Revolving Loan Commitment or obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling PersonIssuing Bank’s (or any Affiliate of the foregoing) policies with respect to capital adequacyadequacy or liquidity requirements immediately before such adoption, change or compliance and assuming that such Lender’s or such Issuing Bank’s (or any Affiliate of the foregoing) then from time capital was fully utilized prior to timesuch adoption, change or compliance), then, promptly upon demand by such Lender (which demand or such Issuing Bank, the Borrowers shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly immediately pay to such Lender or such additional amount Issuing Bank such Additional Amounts as will shall be sufficient to compensate such Lender or such controlling Person Issuing Bank for any such reductionreduction actually suffered; provided, so long as such however, that there shall be no duplication of amounts have accrued on or after the day which is ninety (90) days prior paid to the date on which a Lender pursuant to this sentence and Section 12.3. A certificate of such Lender first made demand thereforor such Issuing Bank setting forth the amount to be paid to such Lender or such Issuing Bank by the Borrowers as a result of any event referred to in this paragraph shall, absent manifest error, be conclusive.

Capital Adequacy. If any Lender shall reasonably determine that after the adoption or taking effect date hereof, either (i) the introduction of, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation or enforcement of, any law, regulation, order, ruling, interpretation, administration directive, guideline or application thereof by request or (ii) the compliance with any Governmental Authorityorder, ruling, interpretation, directive, guideline or request from any central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy other governmental authority (whether or not having the force of law) of any such Governmental Authorityissued, central bank announced, published, promulgated or comparable agency adopted or otherwise taking effect made after the Closing Datedate hereof (including, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under in any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such adoptionevent, taking effectany law, changeregulation, order, ruling, interpretation, administrationdirective, application guideline or compliance (taking into consideration request contemplated by the report dated July, 1988 entitled "International Convergence of Capital Measurement and Capital Standards" issued by the Basle Committee on Banking Regulation and Supervisory Practices) affects or would affect the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank and the Bank reasonably determines that the amount of such Lender’s required or such controlling Person’s policies with respect expected capital is increased by or based upon the existence of the Bank's Loans hereunder or the Bank's commitment to capital adequacy) then from time to timelend hereunder, then, upon demand by such Lender (which demand the Bank, the Borrower shall be accompanied liable for, and shall pay to the Bank, within thirty (30) days following demand from time to time by a statement setting forth the basis Bank, additional amounts sufficient to compensate the Bank in the light of such circumstances for the effects of such demand and a calculation law, regulation, order, ruling, interpretation, directive, guideline or request, to the extent that the Bank reasonably determines such increase in capital to be allocable to the existence of the amount thereof in reasonable detailBank's Loans hereunder or of the Bank's commitment to lend hereunder. A certificate substantiating such amounts and identifying the event giving rise thereto, a copy submitted to the Borrower by the Bank, shall be conclusive, absent manifest error. The Bank shall promptly notify the Borrower of any event of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or it has knowledge occurring after the day date of this Agreement which is ninety will entitle the Bank to compensation pursuant to this Section, and the Bank shall take any reasonable action available to it consistent with its internal policy and legal and regulatory restrictions (90including the designation of a different Lending Office, if any) days prior that will avoid the need for, or reduce the amount of, such compensation and will not in the reasonable judgment of the Bank be otherwise disadvantageous to the date on which such Lender first made demand thereforBank.

Capital Adequacy. If any Lender shall Bank shall, at any time, reasonably determine that (a) the adoption (i) after the date of this Agreement, of any capital adequacy guidelines or taking effect of(ii) at any time, of any other applicable law, government rule, regulation or order regarding capital adequacy of banks or bank holding companies, (b) any change in, in (i) any applicable Law regarding capital adequacy, in each instance, after of the Closing Date, foregoing or (ii) the interpretation or administration of any change after of the Closing Date in the interpretation, administration or application thereof foregoing by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the (c) compliance by any Lender or any Person controlling such Lender with any requestpolicy, guideline guideline, directive or directive request regarding capital adequacy (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s the capital as a consequence of such Lender’s obligations hereunder or under any Support Agreement or Lender Letter of Credit Bank to a level below that which such Lender or such controlling Person Bank could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration the policies of such Lender’s or such controlling Person’s policies Bank with respect to capital adequacyadequacy in effect immediately before such adoption, change or compliance) and (x) such reduction is as a consequence of the Commitment of, or the making, converting or continuing of any Loans by, such Bank hereunder and (y) such reduction is reasonably deemed by such Bank to be material, then (1) such Bank shall deliver to the Borrower and the Administrative Agent a certificate stating the reduction in the rate of return such Bank will in the future suffer as a result of its Commitment or the making, converting or continuing any Loans by it to the Borrower hereunder and (2) the Borrower shall, within 30 days after its receipt of such certificate, at its sole option, either (A) pay to the Administrative Agent for the account of such Bank from time to time, upon demand time as specified by such Lender (which demand Bank such amount as shall be accompanied by a statement setting forth the basis sufficient to compensate such Bank for such demand and a calculation reduced return, or (B) replace such Bank in accordance with the provisions of Section 5.10; PROVIDED, HOWEVER, that if the Borrower does not exercise the option specified in clause (B) above within 30 days after receipt of the amount thereof certificate referred to above, then (1) such Bank shall deliver to the Borrower and the Administrative Agent a second certificate stating the reduction in reasonable detail, a copy the rate of which shall be furnished to Administrative Agent), return of such Bank and (2) the Borrower shall promptly pay pay, as specified by such Bank, to the Administrative Agent for the account of such Lender such additional amount as will Bank amounts sufficient to compensate such Lender or such controlling Person Bank for such reduction, so long as such amounts have accrued on or after the day which is ninety (90) days prior reduction in its rate of return. The amount stated in any certificate delivered to the date on which Borrower pursuant to the provisions of this Section 5.7 shall be conclusive and binding for all purposes, absent manifest error. In determining any such Lender first made demand thereforamount, such Bank may use reasonable averaging and attribution methods. The payments required under this Section 5.7 are in addition to any other payments and indemnities required hereunder.

Capital Adequacy. If any Lender shall reasonably determine that after the date hereof, the adoption of any Applicable Law regarding the capital adequacy of Lenders or taking effect ofLender holding companies, or any change in, any applicable in Applicable Law regarding capital adequacy, in each instance, (adopted after the Closing Agreement Date, ) or any change in the interpretation or administration thereof (adopted after the Closing Date in the interpretation, administration or application thereof Agreement Date) by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency adopted or otherwise taking effect (issued after the Closing Agreement Date), has or would have the effect of reducing the rate of return on such any Lender’s 's or such controlling Person’s any Lender's holding company's capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit with respect to the Loans and the Commitments to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Person’s 's policies with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that such Lender's capital was fully utilized prior to such adoption, change or compliance) then from time by an amount reasonably deemed by such Lender to timebe material, then, upon the earlier of ten (10) days after demand by such Lender (which demand shall be accompanied by a statement setting forth or the basis for such demand and a calculation of Maturity Date, the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount amounts as will shall be sufficient to compensate such Lender or such controlling Person for such reductionreduced return, so long as together with interest on such amounts have accrued on or amount from the tenth (10th) day after the day which is date of demand or the Maturity Date until payment in full thereof at the Default Rate. Notwithstanding the foregoing, the Borrower shall only be obligated to compensate such Lender for any amount under this subsection arising or occurring during (i) in the case of each such request for compensation, any time or period commencing not more than ninety (90) days prior to the date on which such Lender first made demand thereforsubmits such request and (ii) any other time or period during which, because of the unannounced retroactive application of such law, regulation, interpretation, request or directive, such Lender could not have known that the resulting reduction in return might arise. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error.

Capital Adequacy. If any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law regarding capital adequacyor liquidity requirements, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of lawLaw) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacyadequacy or liquidity) then from time to time, upon within 15 days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety (90) 180 days prior to the date on which such Lender first made demand therefor; provided that, if such adoption, taking effect or change is given retroactive effect, then the 180-day period referred to above shall be extended to include the retroactive effect thereof. Notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States 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. If after the date hereof, any Lender shall reasonably determine that the adoption or taking effect ofimplementation of any applicable law, rule, or regulation regarding capital adequacy (including, without limitation, any law, rule, or regulation implementing the Basle Accord) , or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Datetherein, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authority, central bank or comparable agency other Governmental Authority charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender such Bank (or any Person controlling such Lender its parent) with any guideline, request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted other Governmental Authority (including, without limitation, any guideline or otherwise taking effect after other requirement implementing the Closing DateBasle Accord), has or would have the effect of reducing the rate of return on such Lender’s Bank's (or such controlling Person’s its parent's) capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit the transactions contemplated hereby to a level below that which such Lender Bank (or such controlling Person its parent) could have achieved but for such adoption, taking effectimplementation, change, interpretation, administration, application or compliance (taking into consideration such Lender’s or such controlling Person’s Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, upon within ten Business Days after demand by such Lender Bank (which with a copy to the Agents), the Domestic Borrower agrees to pay to such Bank (or its parent) such additional amount or amounts as will compensate such Bank for such reduction. Any such demand shall be accompanied by a statement certificate of such Bank claiming compensation under this Section and setting forth in reasonable detail the basis for such demand and a calculation of the additional amount thereof in reasonable detail, a copy of which or amounts to be paid to it hereunder shall be furnished to Administrative Agentconclusive (absent manifest error), Borrower shall promptly pay to provided that the determination thereof is made on a reasonable basis. In determining such Lender amount or amounts, such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety (90) days prior to the date on which such Lender first made demand thereforBank may use any reasonable averaging and attribution methods.

Capital Adequacy. If any Lender shall reasonably determine that (a) the adoption or taking effect of, or any change in, any applicable Law regarding capital adequacy, in each instance, introduction after the Closing DateEffective Date of any Capital Adequacy Regulation, or (b) any change after the Closing Effective Date in any Capital Adequacy Regulation, (c) any change after the Effective Date in the interpretation, interpretation or administration or application thereof of any Capital Adequacy Regulation by any Governmental Authority, central bank or comparable agency other Governmental Authority charged with the interpretation, interpretation or administration or application thereof, or the (d) compliance by such Lender (or its Lending Office) or any corporation controlling such Lender, with any Capital Adequacy Regulation; affects or would affect the amount of capital required or expected to be maintained by such Lender or any Person corporation controlling such Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance and (taking into consideration such Lender’s or such controlling Personcorporation’s policies with respect to capital adequacyadequacy and such Lender’s desired return on capital) then determines that the amount of such capital is increased as a consequence of its Commitments, Loans, credits or obligations under this Agreement, then, within 10 Business Days after demand of such Lender, the Company shall upon demand pay to such Lender, from time to time, upon demand time as specified by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detailLender, a copy of which shall be furnished additional amounts sufficient to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reductionincrease; provided, so long as however, that, if the designation of an alternative branch or lending office of the Lender will avoid or reduce such amounts have accrued on increased amount the Lender will designate such alternative branch or after lending office, subject to its determination that such designation is not disadvantageous to such Lender. For the day avoidance of doubt, this Section 3.04 shall apply to all requests, rules, guidelines or directives concerning capital adequacy issued in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, regardless of the date adopted, issued, promulgated or implemented but only if any such requirements are generally applicable to (and for which reimbursement is ninety (90generally being sought by the Lenders in respect of) days prior credit transactions similar to this transaction from borrowers similarly situated to the date on which such Lender first made demand thereforCompany.

Capital Adequacy. If any Lender shall reasonably determine that after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or taking effect ofliquidity of banks or bank holding companies, or any change in, any applicable in Applicable Law regarding capital adequacy, in each instance, (whether adopted before or after the Closing Effective Date, ) or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the compliance by any Lender or any Person controlling bank holding company of such Lender Lender) with any request, guideline or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such any Lender’s or such controlling Person’s capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit with respect to the Loans and the Commitments to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacyadequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) then from time capital was fully utilized prior to timesuch adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender (which demand shall be accompanied by a statement setting forth Lender, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount amounts as will shall be sufficient to compensate such Lender or such controlling Person (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduction, so long as such amounts have accrued on or after the day reduced return which is ninety (90) days prior reasonably allocable to this Agreement, together with interest on such amount from the date on which such Lender first made demand therefor.fourth

Capital Adequacy. If after the date hereof any Lender shall reasonably determine Bank or the Agent determines that (a) the adoption of or taking effect ofchange in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration interpretation or application thereof by any Governmental Authority, central bank a court or comparable agency charged governmental authority with the interpretation, administration or application thereofappropriate jurisdiction, or the (b) compliance by any Lender such Bank or the Agent or any Person corporation controlling such Lender Bank or the Agent with any requestlaw, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateentity regarding capital adequacy, has or would have the effect of reducing the rate of return on such Lender’s Bank's or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under the Agent's commitment with respect to any Support Agreement or Lender Letter of Revolving Credit Loans to a level below that which such Lender Bank or such controlling Person the Agent could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s Bank's or such controlling Person’s the Agent's then existing policies with respect to capital adequacyadequacy and assuming full utilization of such entity's capital) then from time to time, upon demand by any amount deemed by such Lender Bank or (which demand as the case may be) the Agent to be material, then such Bank or the Agent may notify the Company of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the Company and such Bank shall be accompanied by a statement setting forth the basis for such demand and a calculation thereafter attempt to negotiate in good faith, within thirty (30) days of the amount thereof day on which the Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Bank in reasonable detail, a copy light of which shall be furnished these circumstances. If the Company and such Bank are unable to Administrative Agent), Borrower shall promptly pay agree to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety adjustment within thirty (9030) days prior to of the date on which the Company receives such Lender first made demand therefornotice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in such Bank's reasonable determination, provide adequate compensation. Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. If any Lender shall reasonably determine that If, after the Second Amendment Effective Date, the adoption or taking effect ofeffectiveness of any Applicable Law regarding the capital adequacy of banks or bank holding companies, or any change in, any applicable or effectiveness in Applicable Law regarding capital adequacy, in each instance, (whether adopted before or after the Closing Second Amendment Effective Date, ) or any change after the Closing Date in the interpretation, interpretation or administration or application effectiveness thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender or any Person controlling such Lender Party with any request, guideline directive issued or directive adopted after the Second Amendment Effective Date regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such Lenderany Lender Party’s or such controlling Person’s capital capital, as a consequence of such Lender’s its obligations hereunder with respect to the Loans, such Lender Party’s Revolving Commitment or under its obligations to issue or participate in any Support Agreement or Lender Revolving Letter of Credit hereunder, to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling PersonLender Party’s policies with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that such Lender Party’s capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender Party to be material, then from time to timesuch Lender Party shall promptly notify EnergySolutions of such adoption, upon compliance or change. Upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detailParty, a copy of which shall be furnished to Administrative Agent), Borrower EnergySolutions shall promptly pay to such Lender Party such additional amount amounts as will shall be sufficient to compensate such Lender or such controlling Person Party for such reductionreduced return, so long as together with interest on such amounts have accrued on or amount from the fourth (4th) day after the day which is ninety (90) days prior to date of demand until payment in full thereof at the date on which Default Rate. A certificate of such Lender first made demand thereforParty setting forth the amount to be paid to such Lender Party by EnergySolutions as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be conclusive, absent manifest error. For the avoidance of doubt, this Section 2.13 shall not apply to Taxes.

Capital Adequacy. If any Lender shall reasonably determine that after the date hereofRestatement Effective Date, the adoption of any Applicable Law regarding the capital adequacy or taking effect ofliquidity of banks or bank holding companies, or any change in, any applicable Change in Law regarding capital adequacy, in each instance, (whether adopted before or after the Closing ClosingRestatement Effective Date, ) or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental AuthorityEntity, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental AuthorityEntity, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such any Lender’s capital or such controlling Person’s capital requiring the maintenance of additional liquidity (or that of its parent company) as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit with respect to the Loans, the Revolving Commitment, Swing Line Commitment and the Incremental Facility Commitment, to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacyadequacy and liquidity immediately before such adoption, change, Change in Law or compliance) then from time by an amount reasonably deemed by such Lender, in good faith to timebe material, then, upon the earlier of ten (10) Business Days after demand by such Lender (which demand shall be accompanied by a statement setting forth or the basis for such demand and a calculation of Maturity Date, the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount amounts as will shall be sufficient to compensate such Lender or such controlling Person for such reductionreduced return, so long as together with interest on such amounts have accrued on or amount from the tenth (10th) Business Day after the day which is date of demand or the applicable Maturity Date, until payment in full thereof, at the Base Rate Basis. Before giving any notice to the Administrative Agent pursuant to this Section 2.13, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the sole reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Notwithstanding the foregoing, the Borrower shall only be obligated to compensate such Lender for any amount under this subsection arising or occurring at any time (a) (i) in the case of each such request for compensation, during the period commencing not more than ninety (90) days prior to the date on which such Lender first made demand thereforsubmits such request and (ii) during which, because of the unannounced retroactive application of such law, regulation, interpretation, request or directive, such Lender could not have known that the resulting reduction in return might arise and (b) such Lender is imposing additional amounts as described under this Section 2.13 on other similarly situated borrowers. A certificate of such Lender delivered to the Borrower and the Administrative Agent setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error.

Capital Adequacy. If any Lender shall reasonably determine that after the date hereof, the adoption of any Applicable Law regarding the capital adequacy of banks or taking effect ofbank holding companies, or any change in, any applicable in Applicable Law regarding capital adequacy, in each instance, (other than changes that are effective after the Closing Agreement Date but result from the adoption of any Applicable Law prior to the Agreement Date, ) or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency adopted or otherwise taking effect after made subsequent to the Closing Datedate hereof, has or would have the effect of reducing the rate of return on such any Lender’s or such controlling Person’s 's capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit with respect to the Loans and the Revolving Loan Commitment to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Person’s 's policies with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that such Lender's capital was fully utilized prior to such adoption, change or compliance) then from time by an amount reasonably deemed by such Lender to timebe material, then, upon the earlier of ten (10) days after demand by such Lender (which demand shall be accompanied by a statement setting forth or the basis for such demand and a calculation of Maturity Date, the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount amounts as will shall be sufficient to compensate such Lender or such controlling Person for such reductionreduced return, so long as together with interest on such amounts have accrued on or amount from the tenth (10th) day after the day which is date of demand or the Maturity Date, until payment in full thereof at the Default Rate. Before giving any notice to the Administrative Agent pursuant to this Section 2.13, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the sole reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Notwithstanding the foregoing, the Borrower shall only be obligated to compensate such Lender for any amount under this subsection arising or occurring during (i) in the case of each such request for compensation, any time or period commencing not more than ninety (90) days prior to the date on which such Lender first made demand thereforsubmits such request and (ii) any other time or period during which, because of the unannounced retroactive application of such law, regulation, interpretation, request or directive, such Lender could not have known that the resulting reduction in return might arise. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error.

Capital Adequacy. If any Lender shall reasonably determine have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof (it being agreed that "adopted after the date hereof" shall include compliance by a Lender or any lending office or holding company of a Lender with any Basle Law whether or not such Basle Law was in effect, applicable or phased in on or prior to or after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards" or pursuant to or arising out of any report, agreement or convention of any international banking group adopted subsequent to such 1988 report (said laws, rules, regulations and guidelines pursuant to or arising out of such 1988 report or any such subsequently adopted report, agreement or convention being sometimes collectively herein referred to as "Basle Laws"), or the adoption after the date hereof of any other law, rule, regulation or taking effect ofguideline regarding capital adequacy (any such other law, rule, regulation or guideline being sometimes herein referred to as "Other Laws"), or any change in, in any applicable Law regarding capital adequacy, in each instance, of the foregoing (after the Closing Date, date hereof in respect of Other Laws; before or any change after the Closing Date date hereof in respect of Basle Laws) or in the interpretation, enforcement or interpretation or administration of any of the foregoing (after the date hereof in respect of Other Laws; before or application thereof after the date hereof in respect of Basle Laws) by any Governmental Government Authority, central bank or comparable agency charged with the interpretation, enforcement or interpretation or administration or application thereof, or the compliance by any Lender (or any Person controlling such lending office of any Lender) or any holding company of any Lender with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such Lender’s 's capital or on the capital of such controlling Person’s capital Lender's holding company, if any, as a consequence of such Lender’s its Commitments, Loans or any of its obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person Lender's holding company could have achieved but for such applicability, adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or 's policies and the policies of such controlling Person’s policies Lender's holding company with respect to capital adequacy) then from time by an amount deemed by such Lender to timebe material, then, upon demand by such Lender (which demand shall be accompanied or by a statement setting forth the basis for Agent on such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative AgentLender's behalf), the Borrower shall promptly pay to such Lender from time to time such additional amount or amounts as will compensate such Lender or such controlling Person Lender's holding company for any such reductionreduction suffered, so long together with interest on each such amount from the date demanded until payment in full (after as such amounts have accrued on or well as before judgment) thereof at the Base Rate. Each Lender shall endeavor to give the Borrower notice of its intention to require compensation under this Section 3.4 within a reasonable time after the day which is ninety (90) days prior loan officer of such Lender with responsibility for this Agreement becomes aware of its entitlement to such compensation under this Section 3.4, but no failure to give any such notice shall affect or relieve the Borrower of any of Borrower's obligations under this Section 3.4 or under any other provision of this Agreement or any other Loan Document or result in any obligation or liability of the Agent or any Lender to the date on which Borrower or any other Person. A certificate of a Lender as to the amount required to be paid by Borrower under this Section 3.4 and showing in reasonable detail the basis for the calculation thereof shall, absent manifest error, be final and conclusive (it being understood that in no event shall any Lender be required to disclose in such certificate or otherwise any non-public information). In determining such amount or amounts, a Lender first made demand thereformay use any method of averaging and attribution as it (in its sole and absolute discretion) shall deem applicable.

Capital Adequacy. If any Lender shall have reasonably determine determined that the adoption (after the Agreement Date) of any Applicable Law regarding the capital adequacy of banks or taking effect ofbank holding companies, or any change in, any applicable in Applicable Law regarding capital adequacy, in each instance, after the Closing Date, Agreement Date or any change after the Closing Agreement Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline directive issued or directive adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency adopted or otherwise taking effect agency, in each case first promulgated after the Closing Agreement Date, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s 's capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Person’s 's policies with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that such Lender's capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then such Lender shall promptly notify the Borrower of such adoption, compliance, or change. Within sixty (60) days of written notice by such Lender, the Borrower shall, in its discretion, (i) provide a replacement lender or lenders for such Lender, which replacement lender or lenders will be subject to the approval of the Administrative Agent, which, so long as no Default or Event of Default shall then exist, shall not be unreasonably withheld, and the Administrative Agent, such Lender and the Borrower shall take all necessary actions to transfer the rights, duties and obligations of such Lender to such replacement lender or lenders within such sixty (60) day period (including, without limitation, the payment in full of all Obligations hereunder due to the Lender being replaced), or (ii) thereafter, from time to time, time upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detailLender, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount amounts as will shall be sufficient to compensate such Lender or such controlling Person for such reductionreduced return, so long as together with interest on such amounts have accrued on or amount from the fourth (4th) day after the day which is date of demand until payment in full thereof at the Base Rate plus the Applicable Margin in effect for Base Rate Advances under the Revolving Commitment; provided, however, that notwithstanding the foregoing, the Borrower shall have no obligation to provide any such replacement bank or make any such payment in the event that the first such demand in respect of any such regulatory change, request or directive regarding capital adequacy was sent by such Lender more than ninety (90) days prior after it became aware of the applicability of such regulatory change, request or directive to the date on which Loans. Such Lender will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise materially disadvantageous to such Lender. A certificate of such Lender first made demand thereforsetting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be conclusive, absent manifest error.

Capital Adequacy. If If, after the date hereof, any Lender shall reasonably determine has determined that the adoption or taking effect ofeffectiveness of any applicable Law, rule or regulation regarding capital adequacy or liquidity, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Datetherein, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such Lender’s (or such controlling Person’s parent corporation’s) capital or assets as a consequence of such Lender’s its commitments or obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender Lender, or such controlling Person its parent corporation, could have achieved but for such adoption, taking effecteffectiveness, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s (or such controlling Person’s parent corporation’s) policies with respect to capital adequacyadequacy and liquidity)(provided, that notwithstanding anything herein to the contrary, (x) then from time the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to timeBasel III, upon demand by such Lender (which demand shall in each case be accompanied by deemed to be a statement setting forth the basis change in law for such demand and a calculation purposes hereof, regardless of the amount thereof in reasonable detaildate enacted, a copy of which shall be furnished to Administrative Agentadopted, implemented or issued), then the Borrower shall promptly pay to such Lender within 15 days after demand, which demand shall contain the basis and calculations supporting such demand, such additional amount or amounts as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety (90) days prior to the date on which . Each determination by any such Lender first made demand thereforof amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto.

Capital Adequacy. If any Lender shall reasonably determine that after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or taking effect ofliquidity of banks or bank holding companies, or any change in, any applicable in Applicable Law regarding capital adequacy, in each instance, (whether adopted before or after the Closing Restatement Date, ) or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the compliance by any Lender or any Person controlling bank holding company of such Lender Lender) with any request, guideline or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such any Lender’s or such controlling Person’s capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit with respect to the Loans and the Commitments to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacyadequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) then from time capital was fully utilized prior to timesuch adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender (which demand shall be accompanied by a statement setting forth Lender, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount amounts as will shall be sufficient to compensate such Lender or such controlling Person (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reductionreduced return which is reasonably allocable to this Agreement, so long as together with interest on such amounts have accrued on or amount from the fourth (4th) Business Day after the day which is ninety date of demand or the Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (90x) days the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date on which that such Lender first made demand therefornotifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If any Lender shall reasonably determine have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof, it being agreed that “adopted after the date hereof” shall include compliance by a Lender or any lending office or holding company of a Lender with any Basle Law whether or not such Basle Law was in effect, applicable or phased in on or prior to or after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards” or pursuant to or arising out of any report, agreement or convention of any international banking group adopted subsequent to such 1988 report (said laws, rules, regulations and guidelines pursuant to or arising out of such 1988 report or any such subsequently adopted report, agreement or convention being sometimes collectively herein referred to as “Basle Laws”), or the adoption after the date hereof of any other law, rule, regulation or taking effect ofguideline regarding capital adequacy (any such other law, rule, regulation or guideline being sometimes herein referred to as “Other Laws”), or any change in, in any applicable Law regarding capital adequacy, in each instance, of the foregoing (after the Closing Date, date hereof in respect of Other Laws; before or any change after the Closing Date date hereof in respect of Basle Laws) or in the interpretation, enforcement or interpretation or administration of any of the foregoing (after the date hereof in respect of Other Laws; before or application thereof after the date hereof in respect of Basle Laws) by any Governmental Government Authority, central bank or comparable agency charged with the interpretation, enforcement or interpretation or administration or application thereof, or the compliance by any Lender (or any Person controlling such lending office of any Lender) or any holding company of any Lender with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such controlling PersonLender’s capital holding company, if any, as a consequence of such Lender’s its Commitments, Loans or any of its obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person Lender’s holding company could have achieved but for such applicability, adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or policies and the policies of such controlling PersonLender’s policies holding company with respect to capital adequacy) then from time by an amount deemed by such Lender to timebe material, then, upon demand by such Lender (which demand shall be accompanied or by a statement setting forth the basis for Agent on such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative AgentLender’s behalf), Borrower shall promptly pay to such Lender from time to time such additional amount or amounts as will compensate such Lender or such controlling Person Lender’s holding company for any such reductionreduction suffered, so long together with interest on each such amount from the date demanded until payment in full (after as such amounts have accrued on or well as before judgment) thereof at the Base Rate. Each Lender shall endeavor to give Borrower notice of its intention to require compensation under this Section 3.4 within a reasonable time after the day which is ninety (90) days prior loan officer of such Lender with responsibility for this Agreement becomes aware of its entitlement to such compensation under this Section 3.4, but no failure to give any such notice shall affect or relieve Borrower of any of Borrower’s obligations under this Section 3.4 or under any other provision of this Agreement or any other Loan Document or result in any obligation or liability of Agent or any Lender to Borrower or any other Person. A certificate of a Lender as to the date on which amount required to be paid by Borrower under this Section 3.4 and showing in reasonable detail the basis for the calculation thereof shall, absent manifest error, be final and conclusive (it being understood that in no event shall any Lender be required to disclose in such certificate or otherwise any non-public information). In determining such amount or amounts, a Lender first made demand thereformay use any method of averaging and attribution as it (in its sole and absolute discretion) shall deem applicable.

Capital Adequacy. If after the date hereof any Lender shall reasonably determine Bank or the Agent determines that (a) the adoption of or taking effect ofchange in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration interpretation or application thereof by any a Governmental Authority, central bank or comparable agency charged Authority with the interpretation, administration or application thereofappropriate jurisdiction, or the (b) compliance by any Lender such Bank or the Agent or any Person corporation controlling such Lender Bank or the Agent with any requestlaw, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateentity regarding capital adequacy, has or would have the effect of reducing the rate of return on such LenderBank’s or such controlling Personthe Agent’s capital as a consequence of such Lender’s obligations hereunder or under commitment with respect to any Support Agreement or Lender Letter of Revolving Credit Loans to a level below that which such Lender Bank or such controlling Person the Agent could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such LenderBank’s or such controlling Personthe Agent’s then existing policies with respect to capital adequacyadequacy and assuming full utilization of such entity’s capital) then from time to time, upon demand by any amount deemed by such Lender Bank or (which demand as the case may be) the Agent to be material, then such Bank or the Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the Borrower and such Bank shall be accompanied by a statement setting forth the basis for such demand and a calculation thereafter attempt to negotiate in good faith, within thirty (30) days of the amount thereof day on which the Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Bank in reasonable detail, a copy light of which shall be furnished these circumstances. If the Borrower and such Bank are unable to Administrative Agent), Borrower shall promptly pay agree to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety adjustment within thirty (9030) days prior to of the date on which the Borrower receives such Lender first made demand therefornotice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in such Bank’s reasonable determination, provide adequate compensation. Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. If 4.11.1. If, after the date hereof, any Lender or Administrative Agent shall have reasonably determine determined that the adoption or taking effect of, or after the date hereof of any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, adequacy or any change after the Closing Date date hereof therein or in the interpretation, interpretation or administration or application thereof after the date hereof by any Governmental Authority, central bank bank, or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline request or directive after the date hereof regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank bank, or comparable agency adopted or otherwise taking effect after the Closing Date(each, a “Change in Law”) has or would have the effect of reducing the rate of return on the capital of such Lender’s Lender or any corporation controlling such controlling Person’s capital Lender as a consequence of such Lender’s obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person corporation could have achieved but for such adoption, taking effect, change, interpretationrequest, administration, application or compliance directive (taking into consideration such Lender’s or such controlling Person’s its policies with respect to capital adequacy) ), then from time to time, time upon demand by such Lender (which demand Reseller shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount or amounts as will reasonably compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated after December 1, 2009 by the Bank for International Settlements, the Basel Committee on Banking on Banking Regulation and Supervisory Practices (or any successor or similar authority) shall be deemed to be a Change in Law, regardless of the date enacted, adopted or issued. 4.11.2. Each Lender shall promptly notify Reseller and Administrative Agents of any event of which it has knowledge, occurring after the day date hereof, which is ninety (90) days prior will entitle such Lender to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the Permitted Discretion of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section shall furnish to Reseller and Administrative Agents a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Each Lender agrees, with respect to the date on which such Lender first made demand thereforprovisions of this Section, to treat Reseller in a manner substantially similar to that of its other similarly situated customers.

Capital Adequacy. If any Lender shall reasonably determine that after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or taking effect ofliquidity of banks or bank holding companies, or any change in, any applicable in Applicable Law regarding capital adequacy, in each instance, (whether adopted before or after the Closing Restatement Date, ) or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the compliance by any Lender or any Person controlling bank holding company of such Lender Lender) with any request, guideline or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such any Lender’s or such controlling Person’s capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit with respect to the Loans and the Commitments to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacyadequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) then from time capital was fully utilized prior to timesuch adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender (which demand shall be accompanied by a statement setting forth Lender, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), relevant Borrower shall promptly pay to such Lender such additional amount amounts as will shall be sufficient to compensate such Lender or such controlling Person (on an after-tax basis and without duplication of amounts paid by the relevant Borrower pursuant to Section 10.3) for such reductionreduced return which is reasonably allocable to this Agreement, so long as together with interest on such amounts have accrued on or amount from the fourth (4th) Business Day after the day which is ninety date of demand or the Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (90x) days the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the relevant Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the relevant Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date on which that such Lender first made demand therefornotifies the relevant Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If any Lender Bank shall reasonably determine that the ---------------- applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other applicable law, rule, regulation or taking effect ofguideline regarding capital adequacy, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretationforegoing or in the enforcement, interpretation or administration or application thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretationenforcement, interpretation or administration or application thereof, or the compliance by any Lender such Bank or any Person controlling such Lender Bank (a "Parent") with any request, guideline request or ------ directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on capital of such Lender’s Bank or such controlling Person’s capital its Parent as a consequence of such Lender’s Bank's obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender Bank (or such controlling Person its Parent) could have achieved but for such applicability, adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration the policies of such Lender’s Bank (or such controlling Person’s policies its Parent) with respect to capital adequacy) by an amount reasonably deemed by such Bank to be material, then from time to time, upon within the second Business Day after demand by such Lender (which demand Bank, the Borrowers shall be accompanied by a statement setting forth the basis pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction in the rate of return, together with interest on each such amount from the thirtieth day after such demand and a calculation until payment in full thereof (as well after as before judgement) at the Post-Default Rate. A statement of the amount thereof such Bank, in reasonable detail, a copy of which claiming compensation under this Section 3.12 and setting forth the additional amount or amounts to be paid to it hereunder shall be furnished conclusive absent manifest error; provided that the determination -------- thereof is made on a reasonable basis and provided further that the Borrowers -------- ------- shall not be obligated to Administrative Agent), Borrower shall promptly pay to compensate any Bank for any such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety (90) reduction occurring more than 30 days prior to the date time the Bank first notifies the Borrowers of such adoption, implementation, charge or compliance, and provided further that in administering this Section each Bank shall not single out the Borrowers for different treatment but shall deal with them on which the same basis as the Bank deals with its other customers generally. In determining such Lender first made demand thereforamount, such Bank may use any reasonable averaging and attribution methods.

Capital Adequacy. (a) If any Lender Bank shall reasonably determine have determined that after the date hereof the adoption or taking effect of, of or any change in, in any applicable Requirement of Law (including any rules or regulations issued under or implementing any existing law) regarding capital adequacy, in each instance, after the Closing Date, adequacy or any change after the Closing Date in the interpretation, administration interpretation or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender such Bank or any Person corporation controlling such Lender Bank with any request, guideline request or directive after the date hereof regarding capital adequacy (whether or not having the force of law) of from any such central bank or Governmental Authority, central bank does or comparable agency adopted or otherwise taking effect after the Closing Date, has or would shall have the effect of reducing the rate of return on such LenderBank’s or such controlling Personcorporation’s capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender Bank or such controlling Person corporation could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such LenderBank’s or such controlling Personcorporation’s policies with respect to capital adequacy) by an amount which is reasonably deemed by such Bank to be material, then from time to time, upon demand promptly after submission by such Lender Bank, through the Agent, to the Company of a written request therefor (such request, which demand shall be accompanied by a statement setting forth conclusive and binding upon all parties in the absence of manifest error, shall include details reasonably sufficient to establish the basis for such demand additional amounts payable and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished submitted to Administrative Agentthe Company within 30 Working Days after it becomes aware of such fact), Borrower shall promptly the Company shall, within 10 days of such written request, pay to such Lender Bank such additional amount or amounts as will compensate such Lender or such controlling Person Bank for such reduction, so long as such . The agreements in this subsection 2.16 shall survive the termination of this Agreement and payment of the Loans and the Notes and all other amounts have accrued on or after the day which is ninety payable hereunder. (90b) days prior Notwithstanding anything herein to the contrary (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in a Requirement of Law, regardless of the date on which such Lender first made demand thereforenacted, adopted, issued or implemented.

Capital Adequacy. (i) If any Lender CIT shall have reasonably determine determined that the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report on the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", including, without limitation, the capital adequacy guidelines adopted by the Federal Reserve Board and the Comptroller of the Currency on January 27, 1989, or the adoption after the date hereof of any other law, rule, regulation or taking effect ofguideline regarding capital adequacy, or any change in, in any applicable Law regarding capital adequacy, in each instance, after of the Closing Date, foregoing or any change after the Closing Date in the interpretation, interpretation or administration or application thereof of any of the foregoing by any Governmental Authority, central bank Bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender CIT (or any Person controlling such Lender lending office of CIT) of CIT's holding company with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such Lender’s CIT's capital or such controlling Person’s on the capital of CIT's holding company as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender CIT or such controlling Person CIT's holding company could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Person’s CIT's policies and the policies of CIT's holding company with respect to capital adequacy) by an amount deemed by CIT to be material, then from time to timetime the Borrower shall pay to CIT, on demand, such additional amount or amounts as will compensate CIT or CIT's holding company for any such reduction suffered. (ii) In the event that any amounts are owing by the Borrower to CIT pursuant to this Section 2.10, CIT shall promptly upon demand by determining such Lender (which demand shall be accompanied by amounts deliver to the Borrower a statement setting forth the basis for such demand and a calculation of the amount thereof certificate, in reasonable detail, a copy of explaining the basis upon which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued been determined to be owing, which determination shall be conclusive absent manifest error, and CIT's certification that it is using reasonable efforts to collect comparable amounts from similarly situated borrowers having similar credit relationships with CIT under documentation which give CIT substantially the same rights with respect to such increased costs or reductions or payments with respect to capital adequacy as set forth in this Section 2.10. (iii) Failure on the part of CIT to demand compensation for any reduction in return on capital for any period shall not constitute a waiver of CIT's rights to demand compensation for any reduction in return on capital during any other period. The protection of this Section shall be available to CIT regardless of any possible contention of invalidity or after inapplicability of the day law, regulation or condition which is ninety (90) days prior to shall have been imposed. The covenants of the date on which such Lender first made demand thereforBorrower contained in this Section 2.10 shall survive termination of this Agreement and payment in full of its Obligations hereunder.

Capital Adequacy. If If, after the date hereof, any Lender (or any Affiliate of any Lender) shall have reasonably determine determined that the adoption of any Applicable Law, governmental rule, regulation or taking effect oforder regarding the capital adequacy or liquidity requirements of banks or bank holding companies, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Datetherein, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender (or any Person controlling such Lender Affiliate of any Lender) with any request, guideline request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such the capital of Lender (or any Affiliate of Lender’s or such controlling Person’s capital ) as a consequence of any of such Lender’s obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such the policies of any Lender (or Affiliate of any Lender’s or such controlling Person’s policies ) with respect to capital adequacyor liquidity adequacy immediately before such adoption, change or compliance and assuming that the capital of such Lender (or Affiliate of such Lender) then from time was fully utilized prior to timesuch adoption, change or compliance), then, upon demand by such Lender (which demand Lender, Borrower shall immediately pay to such lender such additional amounts as shall be accompanied by sufficient to compensate such lender for any such reduction actually suffered; provided, that there shall be no duplication of amounts paid to any Lender pursuant to this sentence and Section 14.1. For purposes of this Section 14.2, a statement setting forth change in Applicable Law, governmental rule, regulation or order shall include, without limitation, (x) any change made or which becomes effective on the basis of a law, treaty, rule, regulation, interpretation administration or implementation then in force, the effective date of which change is delayed by the terms of such law, treaty, rule, regulation, interpretation, administration or implementation, (y) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (Pub. L. 111-203, H.R. 4173) and all requests, rules, regulations, guidelines, interpretations or directives promulgated thereunder or issued in connection therewith, regardless of the date enacted, adopted, issued or promulgated, whether before or after the Closing Date and (z) all requests, rules, guidelines or directives promulgated by the Bank for such demand and a calculation International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III. Such Lender’s determination of the amount thereof in reasonable detail, a copy of which shall to be furnished to Administrative Agent), Borrower shall promptly pay paid to such Lender such additional amount lender by Borrower as will compensate such Lender or such controlling Person for such reductiona result of any event referred to in this Section 14.2 shall, so long as such amounts have accrued on or after the day which is ninety (90) days prior to the date on which such Lender first made demand thereforabsent manifest error, be deemed final, binding and conclusive upon Borrower.

Capital Adequacy. If any Lender shall have reasonably determine determined that the adoption (after the Agreement Date) of any Applicable Law regarding the capital adequacy of banks or taking effect ofbank holding companies, or any change in, any applicable in Applicable Law regarding capital adequacy, in each instance, after the Closing Date, Agreement Date or any change after the Closing Agreement Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline directive issued or directive adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency adopted or otherwise taking effect agency, in each case first promulgated after the Closing Agreement Date, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s 's capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Person’s 's policies with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that such Lender's capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then such Lender shall promptly notify the Borrower of such adoption, compliance, or change. Within sixty (60) days of written notice by such Lender, the Borrower shall, in its discretion, (i) provide a replacement lender or lenders for such Lender, which replacement lender or lenders will be subject to the approval of the Administrative Agent, which, so long as no Default or Event of Default shall then exist, shall not be unreasonably withheld, and the Administrative Agent, such Lender and the Borrower shall take all necessary actions to transfer the rights, duties and obligations of such Lender to such replacement lender or lenders within such sixty (60) day period (including, without limitation, the payment in full of all Obligations hereunder due to the Lender being replaced), or (ii) thereafter, from time to time, time upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detailLender, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount amounts as will shall be sufficient to compensate such Lender or such controlling Person for such reductionreduced return, so long as together with interest on such amounts have accrued on or amount from the fourth (4th) day after the day which is date of demand until payment in full thereof at the Base Rate plus the Applicable Margin in effect for Base Rate Advances under the Revolving Commitment; provided, however, that notwithstanding the foregoing, the Borrower shall have no obligation to provide any such replacement bank or make any such payment in the event that the first such demand in respect of any such regulatory change, request or directive regarding capital adequacy was sent by such Lender more than ninety (90) days prior after it became aware of the 55 62 applicability of such regulatory change, request or directive to the date on which Loans. Such Lender will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise materially disadvantageous to such Lender. A certificate of such Lender first made demand thereforsetting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be conclusive, absent manifest error.

Capital Adequacy. (a) If any Lender shall reasonably determine Bank (an "Affected Bank") determines that the adoption compliance with any Law or taking effect of, regulation or with any change in, guideline or request from any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy other Governmental Agency (whether or not having the force of lawLaw) of any such Governmental Authority, central bank enacted or comparable agency adopted or otherwise taking effect issued after the Closing Date, Date relating to the capital adequacy of banks or corporations in control of banks has or would have the effect of reducing the rate of return on the capital of such Lender’s Affected Bank or any corporation controlling such controlling Person’s capital Affected Bank as a consequence of, or with reference to, such Affected Bank's Pro Rata Share of such Lender’s obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level the Commitment below that the rate which such Lender the Bank or such controlling Person other corporation could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration account the policies of such Lender’s Bank or such controlling Person’s policies corporation with respect regard to capital adequacy) ), then Borrower shall from time to time, upon demand by such Lender Affected Bank in accordance with this Section 3.5 (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, with a copy of which shall be furnished such demand to the Administrative Agent), Borrower shall promptly within 15 days after demand pay to such Lender such Affected Bank additional amount as will amounts sufficient to compensate such Lender Affected Bank or such controlling Person other corporation for such reduction. (b) An Affected Bank may not seek compensation under Section 3.5(a) unless the demand for such compensation is delivered to Borrower within 6 months following the date of enactment or issuance of the Law, so long regulation, guideline or request giving rise to such demand for compensation. (c) A certificate as to any amounts for which an Affected Bank is seeking compensation under Section 3.5(a), submitted to Borrower and the Administrative Agent by such Affected Bank, shall be conclusive and binding for all purposes, absent manifest error. Each Affected Bank shall calculate such amounts have accrued on or after the day in a manner which is ninety consistent with the manner in which it makes calculations for comparable claims with respect to similarly situated borrowers from such Affected Bank, will not allocate to Borrower a proportionately greater amount of such compensation than it allocates to each of its other commitments to lend or other loans with respect to which it is entitled to demand comparable compensation, and will not include amounts already factored into the rates of interest or fees already provided for herein. Each Bank agrees promptly to notify Borrower and the Administrative Agent of any circumstances that would cause Borrower to pay additional amounts pursuant to this Section, provided that the failure to give such notice shall not affect Borrower's obligation to pay such additional amounts hereunder. (90d) Without limiting its obligation to reimburse an Affected Bank for compensation theretofore claimed by an Affected Bank pursuant to Section 3.5(a), Borrower may, within 60 days prior following any demand by an Affected Bank, request that one or more Persons that are Eligible Assignees and that are acceptable to Borrower and approved by the Administrative Agent (which approval shall not be unreasonably withheld) purchase all (but not part) of the Affected Bank's then outstanding Advances, its Note and its participation interest in outstanding Letters of Credit, and assume its Pro Rata Share of the Commitment and its obligations hereunder. If one or more such Banks or banks so agree in writing (each, an "Assuming Bank" and collectively, the "Assuming Banks"), the Affected Bank shall assign its Pro Rata Share of the Commitment, together with the Indebtedness then evidenced by its Note and its participation interest in outstanding Letters of Credit, to the Assuming Bank or Assuming Banks in accordance with Section 11.8. On the date on of any such assignment, the Affected Bank which is being so replaced shall cease to be a "Bank" for all purposes of this Agreement and shall receive (x) from the Assuming Bank or Assuming Banks the principal amount of its Advances then outstanding and (y) from Borrower all interest and fees accrued and then unpaid (i) issue new letters of credit to replace the outstanding Letters of Credit issued by the Affected Bank, or (ii) issue new letters of credit to the Affected Bank in support of the outstanding Letters of Credit issued by the Affected Bank, whereupon such Lender first made demand thereforoutstanding Letters of Credit shall no longer be considered "Letters of Credit" under this Agreement, and such new letters of credit shall be considered Letters of Credit for all purposes of this Agreement (including the participation therein by the other Banks pursuant to Section 2.5).

Capital Adequacy. If any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of lawLaw) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety no more than two hundred seventy (90270) days prior to the date on which such Lender first made demand therefor; provided that notwithstanding anything in this Agreement to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in applicable Law”, regardless of the date enacted, adopted or issued.

Capital Adequacy. If after the date hereof any Lender shall reasonably determine determines that (a) the adoption of or taking effect of, change in any Applicable Law regarding liquidity or capital ratios or requirements for banks or bank holding companies or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration interpretation or application thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation, administration or application thereof, which change affects similarly situated banks or the financial institutions generally and is not applicable to a Lender primarily by reason of such Lender’s particular conduct or condition, or (b) compliance by any such Lender or any Person controlling such Lender its parent bank holding company with any requestguideline, guideline request or directive of any such entity regarding liquidity or capital ratios or adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date), has or would have the effect of reducing the rate of return on such Lender’s or such controlling Personholding company’s capital as a consequence of such Lender’s obligations hereunder commitment to make Loans or under any Support Agreement or Lender Letter participate in Letters of Credit hereunder to a level below that which such Lender or such controlling Person holding company could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Personholding company’s then existing policies with respect to capital adequacyadequacy and assuming the full utilization of such entity’s capital) then from time to time, upon demand by any amount deemed by such Lender (which demand shall to be accompanied by a statement setting forth material, then such Lender may notify the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished Borrower thereof. The Borrower agrees to Administrative Agent), Borrower shall promptly pay to such Lender the amount of such additional amount reduction in the return on capital as will compensate and when such reduction is determined, upon presentation by such Lender of a statement of the amount setting forth the Lender’s calculation thereof. In determining such amount, such Lender may use any reasonable averaging and attribution methods generally applied by such Lender. For purposes of §4.8 and this §4.9, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, publications, orders, guidelines and directives thereunder or such controlling Person issued in connection therewith and all requests, rules, guidelines or directives promulgated by the Bank for such reductionInternational Settlements, so long as such amounts 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 be deemed to have accrued on or been adopted and gone into effect after the day which is ninety (90) days prior to the date on which such Lender first made demand thereforhereof regardless of when adopted, enacted or issued.

Capital Adequacy. If any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of lawLaw) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) then from time to time, upon within 15 days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety (90) 180 days prior to the date on which such Lender first made demand therefor; provided that, if such adoption, taking effect or change is given retroactive effect, then the 180-day period referred to above shall be extended to include the retroactive effect thereof. Notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States 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. If If, after the date hereof, any Lender (or any Affiliate of any Lender) shall have reasonably determine determined that the adoption of any Applicable Law, governmental rule, regulation or taking effect oforder regarding the capital adequacy of banks or bank holding companies, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Datetherein, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender (or any Person controlling such Lender Affiliate of any Lender) with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such the capital of Lender (or any Affiliate of Lender’s or such controlling Person’s capital ) as a consequence of any of such Lender’s 's obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such the policies of any Lender (or Affiliate of any Lender’s or such controlling Person’s policies ) with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that the capital of such Lender (or Affiliate of such Lender) then from time was fully utilized prior to timesuch adoption, change or compliance), then, upon demand by such Lender (which demand Lender, Borrower shall immediately pay to such lender such additional amounts as shall be accompanied by sufficient to compensate such lender for any such reduction actually suffered; provided, that there shall be no duplication of amounts paid to any Lender pursuant to this sentence and Section 14.1. For purposes of this Section 14.2, a statement setting forth change in Applicable Law, governmental rule, regulation or order shall include, without limitation, (x) any change made or which becomes effective on the basis of a law, treaty, rule, regulation, interpretation administration or implementation then in force, the effective date of which change is delayed by the terms of such law, treaty, rule, regulation, interpretation, administration or implementation, (y) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (Pub. L. 111-203, H.R. 4173) and all requests, rules, regulations, guidelines, interpretations or directives promulgated thereunder or issued in connection therewith, regardless of the date enacted, adopted, issued or promulgated, whether before or after the Closing Date and (z) all requests, rules, guidelines or directives promulgated by the Bank for such demand and a calculation International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III. Such Lender's determination of the amount thereof in reasonable detail, a copy of which shall to be furnished to Administrative Agent), Borrower shall promptly pay paid to such Lender such additional amount lender by Borrower as will compensate such Lender or such controlling Person for such reductiona result of any event referred to in this Section 14.2 shall, so long as such amounts have accrued on or after the day which is ninety (90) days prior to the date on which such Lender first made demand thereforabsent manifest error, be deemed final, binding and conclusive upon Borrower.

Capital Adequacy. (a) If any Lender shall reasonably determine Bank (an "Affected Bank") determines that the adoption compliance with any Law or taking effect of, regulation or with any change in, guideline or request from any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy other Governmental Agency (whether or not having the force of lawLaw) of any such Governmental Authority, central bank enacted or comparable agency adopted or otherwise taking effect issued after the Closing Date, Date relating to the capital adequacy of banks or corporations in control of banks has or would have the effect of reducing the rate of return on the capital of such Lender’s Affected Bank or any corporation controlling such controlling Person’s capital Affected Bank as a consequence of, or with reference to, such Affected Bank's Pro Rata Share of such Lender’s obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level the Loans below that the rate which such Lender the Bank or such controlling Person other corporation could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration account the policies of such Lender’s Bank or such controlling Person’s policies corporation with respect regard to capital adequacy) ), then Borrower shall from time to time, upon demand by such Lender Affected Bank in accordance with this Section 3.3 (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, with a copy of which shall be furnished such demand to the Administrative Agent), Borrower shall promptly within 15 days after demand pay to such Lender such Affected Bank additional amount as will amounts sufficient to compensate such Lender Affected Bank or such controlling Person other corporation for such reduction. (b) An Affected Bank may not seek compensation under Section 3.3(a) unless the demand for such compensation is delivered to Borrower within 6 months following the date of enactment or issuance of the Law, so long regulation, guideline or request giving rise to such demand for compensation. (c) A certificate as to any amounts for which an Affected Bank is seeking compensation under Section 3.3(a), submitted to Borrower and the Administrative Agent by such Affected Bank, shall be conclusive and binding for all purposes, absent manifest error. Each Affected Bank shall calculate such amounts have accrued on or after the day in a manner which is ninety consistent with the manner in which it makes calculations for comparable claims with respect to similarly situated borrowers from such Affected Bank, will not allocate to Borrower a proportionately greater amount of such compensation than it allocates to each of its other commitments to lend or other loans with respect to which it is entitled to demand comparable compensation, and will not include amounts already factored into the rates of interest or fees already provided for herein. Each Bank agrees promptly to notify Borrower and the Administrative Agent of any circumstances that would cause Borrower to pay additional amounts pursuant to this Section, provided that the failure to give such notice shall not affect Borrower's obligation to pay such additional amounts hereunder. (90d) Without limiting its obligation to reimburse an Affected Bank for compensation theretofore claimed by an Affected Bank pursuant to Section 3.3(a), Borrower may, within 60 days prior following any demand by an Affected Bank, request that one or more Persons that are Eligible Assignees and that are acceptable to Borrower and approved by the Administrative Agent (which approval shall not be unreasonably withheld) purchase all (but not part) of the Affected Bank's then outstanding Loans and its Note. If one or more such Banks or banks so agree in writing (each, an "Assuming Bank" and collectively, the "Assuming Banks"), the Affected Bank shall assign its Loans to the Assuming Bank or Assuming Banks in accordance with Section 11.8. On the date on of any such assignment, the Affected Bank which is being so replaced shall cease to be a "Bank" for all purposes of this Agreement and shall receive (x) from the Assuming Bank or Assuming Banks the principal amount of its Loans then outstanding and (y) from Borrower all interest and fees accrued and then unpaid with respect to such Lender first made demand thereforLoans, together with any other amounts accrued or then payable to such Bank by Borrower.

Capital Adequacy. If Without limiting any Lender shall reasonably determine other provisions of this Agreement, in the event that the adoption Lender determines after the date hereof that the introduction or taking effect ofchange after the date of this Agreement of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, therein or any change after the Closing Date in the interpretation, administration interpretation or application thereof by any Governmental Authority, central bank or comparable agency charged with after the interpretation, administration or application thereofdate of this Agreement, or the compliance by any Lender or any Person controlling such the Lender with any request, guideline request or directive regarding capital adequacy (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) of any such Governmental Authority, from a central bank or comparable agency adopted governmental authority or otherwise taking effect body having jurisdiction which is introduced or changed after the Closing Datedate of this Agreement, has does or would shall have the effect of reducing the rate of return on such the Lender’s or such controlling Person’s 's capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender a Letter of Credit to a level below that which such the Lender or such controlling Person could have achieved but for such adoptionlaw, taking effecttreaty, changerule, interpretationregulation, administration, application guideline or order or such change or compliance (taking into consideration such the Lender’s or such controlling Person’s 's policies with respect to capital adequacyadequacy and assuming the full utilization of the Lender's capital immediately before such adoption, change or compliance) by an amount reasonably deemed by the Lender to be material, then the Lender shall promptly after its determination of such occurrence notify the Borrower thereof. The Borrower agrees to pay to the Lender as an additional fee from time to time, upon within ten (10) days after written notice and demand by the Lender, such amount as the Lender (which demand certifies to be the amount that will compensate it for such reduction in connection with its obligations hereunder or under a Letter of Credit. A certificate of the Lender claiming compensation under this Section 4.07 shall be accompanied by a statement setting conclusive in the absence of manifest error or fraud and shall set forth the basis for such demand and a calculation nature of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay occurrence giving rise to such Lender such compensation, the additional amount as will compensate such Lender or such controlling Person for such reduction, so long as amounts to be paid to it hereunder and the method by which such amounts have accrued on or after were determined. In determining such amount, the day which is ninety (90) days prior to the date on which such Lender first made demand thereformay use reasonable averaging and attribution methods.

Capital Adequacy. If any Lender shall reasonably determine in its commercially reasonable judgment that the adoption or taking effect of, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) then from time to time, upon written demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower Borrowers shall promptly pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety two hundred seventy (90270) days prior to the date on which such Lender first made demand therefor; provided, however, that notwithstanding anything in this Agreement to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in applicable Law”, regardless of the date enacted, adopted or issued. This Section 2.8(g) shall not apply to Taxes, which shall be governed exclusively by Section 2.8(a) through (f).

Capital Adequacy. If any Lender shall reasonably determine that the adoption of any applicable law, rule or taking effect ofregulation regarding capital adequacy, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Datetherein, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender or any Person controlling such Lender Participant with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency adopted or otherwise taking effect after agency, in each case made subsequent to the Closing Date, has or would will have the effect of reducing the rate of return on any Participant's or its parent company's capital by an amount such Lender’s or such controlling Person’s capital Participant reasonably deems to be material, as a consequence of such Lender’s its commitments or obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender Participant or such controlling Person its parent company could have achieved but for such adoption, taking effecteffectiveness, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s Participant's or such controlling Person’s its parent company's policies with respect to capital adequacy) then from time to time), then, upon demand by notice from such Lender Participant, (which demand i) during the Construction Period the Participants shall be accompanied by a statement setting forth fund through Advances and capitalize, and (ii) thereafter, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which Lessee shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender Participant, such additional amount or amounts as will compensate such Lender Participant and its parent company on or such controlling Person After Tax Basis for such reductionreduction (it being understood that such parent company shall not be reimbursed to the extent its subsidiary Participant is reimbursed by the Lessee in connection with the same or a similar law, so long as rule, regulation, change, request or directive applicable to such amounts have accrued on or Participant). All payments required by this Section 12.8 shall be made by the Lessee within 10 Business Days after demand by the affected Participant. The Lessee shall not be obligated to reimburse any Participant for any reduced return incurred more than 120 days after the day which is ninety (90) days prior date that such Participant receives actual notice of such reduced return unless such Participant gives notice thereof to the date on Lessee in accordance with this Section 12.8 during such 120 day period. If any Participant becomes entitled to claim any additional amounts pursuant to this Section, it shall provide prompt notice thereof to the Lessee, through the Agent and/or the Agent Lessor, certifying (x) that one of the events described in this clause (a) has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by such Participant and a reasonably detailed explanation of the calculation thereof. Such a certificate as to any additional amounts payable pursuant to this clause submitted by such Participant, through the Agent and/or the Agent Lessor, to the Lessee shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Participation Agreement and the other Operative Agreements and the payment of the Loans, Lessor Contributions and all other amounts payable hereunder and thereunder. Each Participant shall use its commercially reasonable efforts to reduce or eliminate any claim for compensation pursuant to this Section 12.8, including, without limitation, a change in the 43 50 office of such Participant at which its obligations related to the Operative Agreements are maintained if such Lender first made demand thereforchange will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Participant, be otherwise disadvantageous to it. If any such claim for compensation shall not be eliminated or waived, the Lessee shall have the right to replace the affected Participant with a new financial institution that shall succeed to the rights of such Participant under the Operative Agreements; provided, however, that such Participant shall not be replaced hereunder until it has been paid in full such claim and all other amounts owed to it hereunder.

Capital Adequacy. If any after the Closing Date the Lender shall reasonably determine have determined that the adoption of any Applicable Law, governmental rule, regulation or taking effect oforder regarding the capital adequacy of banks or bank holding companies, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Datetherein, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any the Lender (or any Person controlling such Lender Affiliate of the Lender) with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted (but only if such adoption, change, request or otherwise taking effect directive occurs after the Closing Date), has or would have the effect of reducing the rate of return on such the Lender’s (or such controlling Person’s any Affiliate of the Lender’s) capital as a consequence of such Lender’s the amount of the Loan or obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such the Lender’s (or such controlling Person’s any Affiliate of the Lender’s) policies with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that the Lender’s (or any Affiliate of Lender’s) then from time capital was fully utilized prior to timesuch adoption, change or compliance), then, promptly upon demand by the Lender, the Borrower shall immediately pay to the Lender such Additional Amount or amounts as shall be sufficient to compensate such Lender (which demand for any such reduction actually suffered; provided, however, that there shall be accompanied by a statement no duplication of amounts paid to such Lender pursuant to this sentence and Section 11.2. A certificate of the Lender setting forth the basis for such demand amount to be paid to the Lender by the Borrower as a result of any event referred to in this paragraph shall, absent manifest error, be conclusive. For purposes of this Section 11.3, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative AgentConsumer Protection Act (including regulations promulgated with respect thereto), Borrower shall promptly pay and all requests, guidelines or directives in connection therewith, and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii), pursuant to such Lender such additional amount as will compensate such Lender or such controlling Person for such reductionBasel III, so long as such amounts are, in the case of each of clauses (i) and (ii), deemed to have accrued on or gone into effect and been adopted after the day which is ninety (90) days prior to the date on which such Lender first made demand thereforClosing Date.

Capital Adequacy. If any Lender shall reasonably determine determines that after the date hereof (a) the adoption or taking effect of, or of any change in, any applicable Applicable Law regarding capital adequacyrequirements for banks or bank holding companies or the subsidiaries thereof, (b) any change in each instancethe interpretation or administration of any such Applicable Law by any Governmental Authority, after the Closing Datecentral bank, or comparable agency charged with the interpretation or administration thereof, or (c) compliance by such Lender or its holding company with any change after the Closing Date in the interpretation, administration request or application thereof by directive of any such Governmental Authority, central bank or comparable agency charged with to the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling extent that such Lender with any request, guideline request or directive becomes effective after the date hereof regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date), has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s 's capital as a consequence of such Lender’s obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s or such controlling Person’s 's and its holding company's policies with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that such Lender's capital was fully utilized prior to such adoption, change or compliance) then but for such adoption, change, or compliance as a consequence of such Lender's commitment to make the Loans pursuant hereto by any amount deemed by such Lender to be material: (i) Agent shall promptly, after its receipt of a certificate from such Lender setting forth such Lender's determination of such occurrence, give notice thereof to Borrower and Lenders; and (ii) Borrower shall pay to Agent, for the account of such Lender, as an additional fee from time to time, upon demand by ON DEMAND, such amount as such Lender (which demand shall certifies to be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished reasonably calculated to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety (90) days prior to the date on which such Lender first made demand therefor.

Capital Adequacy. If any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender Assignee in the Facility determines that compliance with any request, law or regulation or with any guideline or directive regarding capital adequacy request from any central bank or other governmental agency (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has affects or would have adversely affect the effect amount of reducing the rate of return on capital required or expected to be maintained by such Lender or such Assignee, or any corporation controlling such Lender or such Assignee, as a consequence of, or with reference to, such Lender’s or such controlling PersonAssignee’s capital as a consequence of or such Lendercorporation’s obligations hereunder commitments or under any Support Agreement its making or Lender Letter of Credit to a level maintaining advances below that the rate which such Lender or such Assignee or such corporation controlling Person such Lender or such Assignee could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration account the policies of such Lender or such Assignee or corporation with regard to capital), then Borrower shall, from time to time, within ninety (90) calendar days after written demand by such Lender or such Assignee, pay to such Lender or such Assignee additional amounts sufficient to compensate such Lender or such Assignee or such corporation controlling such Lender or such Assignee to the extent that such Lender or such Assignee determines such increase in capital is allocable to such Lender’s or such controlling PersonAssignee’s policies with respect to capital adequacy) then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay obligations hereunder. A certificate as to such Lender such additional amount as will compensate amounts, submitted to Borrower by such Lender or such controlling Person Assignee, shall be conclusive and binding for such reductionall purposes, so long as such amounts absent manifest error. For purposes of this Section 13.15, the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, publications, orders, guidelines and directives thereunder or issued in connection therewith and 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 be deemed to have accrued on or been adopted and gone into effect after the day which is ninety (90) days prior to the date on which such Lender first made demand thereforof this Agreement regardless of when adopted, enacted or issued.

Capital Adequacy. If any Lender Bank shall reasonably determine that the ---------------- applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other applicable law, rule, regulation or taking effect ofguideline regarding capital adequacy, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretationforegoing or in the enforcement, interpretation or administration or application thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretationenforcement, interpretation or administration or application thereof, or the compliance by any Lender such Bank or any Person controlling such Lender Bank (a "Parent") with any request, guideline request or ------ directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on capital of such Lender’s Bank or such controlling Person’s capital its Parent as a consequence of such Lender’s Bank's obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender Bank (or such controlling Person its Parent) could have achieved but for such applicability, adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration the policies of such Lender’s Bank (or such controlling Person’s policies its Parent) with respect to capital adequacy) by an amount reasonably deemed by such Bank to be material, then from time to time, upon within the second Business Day after demand by such Lender (which demand Bank, the Borrowers shall be accompanied by a statement setting forth the basis pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction in the rate of return, together with interest on each such amount from the thirtieth day after such demand and a calculation until payment in full thereof (as well after as before judgement) at the Post-Default Rate. A statement of the amount thereof such Bank, in reasonable detail, a copy of which claiming compensation under this Section 3.12 and setting forth the additional amount or amounts to be paid to it hereunder shall be furnished conclusive absent manifest error; provided that the determination thereof is made on a reasonable basis and -------- provided, further, that the Borrowers shall not be obligated to Administrative Agent), Borrower shall promptly pay to compensate any -------- ------- Bank for any such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety (90) reduction occurring more than 30 days prior to the date time the Bank first notifies the Borrowers of such adoption, implementation, charge or compliance, and provided further that in administering this Section each Bank shall not single out the Borrowers for different treatment but shall deal with them on which the same basis as the Bank deals with its other customers generally. In determining such Lender first made demand thereforamount, such Bank may use any reasonable averaging and attribution methods.

Capital Adequacy. If after the date hereof any Lender shall reasonably determine Bank or the Agent determines that (a) the adoption of or taking effect ofchange in any law, or any change ingovernmental rule, any applicable Law regarding capital adequacyregulation, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any requestpolicy, guideline or directive regarding capital adequacy (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a court or governmental authority with appropriate jurisdiction, or (b) compliance by such Bank or the Agent or any corporation controlling such Bank or the Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted or made subsequent to the date hereof of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateentity regarding capital adequacy, has or would have the effect of reducing the rate of return on such Lender’s Bank's or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under the Agent's commitment with respect to any Support Agreement or Lender Letter of Revolving Credit Loans to a level below that which such Lender Bank or such controlling Person the Agent could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s Bank's or such controlling Person’s the Agent's then existing policies with respect to capital adequacyadequacy and assuming full utilization of such entity's capital) then from time to time, upon demand by any amount deemed by such Lender Bank or (which demand as the case may be) the Agent to be material, then such Bank or the Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the Borrower and such Bank shall be accompanied by a statement setting forth the basis for such demand and a calculation thereafter attempt to negotiate in good faith, within thirty (30) days of the amount thereof in reasonable detailday on which the Borrower receives such notice, a copy an adjustment payable hereunder that will reflect the economics of which shall the Revolving Credit Loans made or to be furnished to Administrative Agent), Borrower shall promptly pay made by such Bank hereunder prior to such Lender reduction in the return on capital. If the Borrower and such additional amount as will compensate Bank are unable to agree to such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety adjustment within thirty (9030) days prior to of the date on which the Borrower receives such Lender first notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in such Bank's reasonable determination, reflect the economics of the Revolving Credit Loans made demand thereforor to be made by such Bank hereunder prior to such reduction in the return on capital. Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. If any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law regarding capital adequacyor liquidity requirements, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of lawLaw) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacyadequacy or liquidity) then from time to time, upon within 15 days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety (90) 180 days prior to the date on which such Lender first made demand therefor; provided that, if such adoption, taking effect or change is given retroactive effect, then the 180-day period referred to above shall be extended to include the retroactive effect thereof. Notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States 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. If The Borrower shall pay directly to each Bank from time to time on request of such Bank such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any Lender shall reasonably determine costs that it determines are attributable to the adoption maintenance by such Bank (or taking effect ofsuch bank holding company), pursuant to any law or regulation or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration directive or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy request (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing at the national level any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing the Basle Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 CFR Part 208, Appendix A; ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 CFR Part 3, Appendix A)), of capital in respect of its Commitment, Loans or participation in Letters of Credit (such Governmental Authoritycompensation to include, central bank or comparable agency adopted or otherwise taking effect after the Closing Datewithout limitation, has or would have the effect an amount equal to any reduction of reducing the rate of return on assets or equity of such Lender’s Bank (or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under any Support Agreement or Lender Letter of Credit bank holding company) to a level below that which such Lender Bank (or such controlling Person bank holding company) could have achieved but for such adoptionlaw, taking effect, changeregulation, interpretation, administrationdirective or request). Simultaneously with such Bank's request for any such amount, application or compliance (taking into consideration the Bank shall submit to the Borrower a certificate in reasonable detail of such Lender’s or such controlling Person’s policies with respect to capital adequacy) then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement Bank setting forth the basis for the determination of such demand and a calculation amount payable under this SECTION 5.4. Determinations by each Bank for purposes of the amount thereof in reasonable detail, a copy of which this SECTION 5.4 shall be furnished conclusive in the absence of manifest error. In determining such amounts, the Banks may use any reasonable averaging, attribution and allocation methods. For purposes of this SECTION 5.4, "Regulatory Change" shall mean, with respect to Administrative Agent)any Bank, Borrower shall promptly pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or any change after the day which is ninety date of this Agreement in Federal, state or foreign law or regulations (90including, without limitation, Regulation D) days prior or the adoption or making after such date of any interpretation, directive or request applying to a class of banks (other than those applying solely to banks formally determined by the date applicable regulator to be in a financially troubled condition) including such Bank of or under any Federal, state or foreign law or regulations (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) by any court or governmental or monetary authority charged with the interpretation or administration thereof. For purposes of this SECTION 5.4, "Basle Accord" shall mean the proposals for risk-based capital framework described by the Basle Committee on which such Lender first made demand thereforBanking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.

Capital Adequacy. If any Lender Bank shall reasonably determine have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof (it being agreed that "adopted after the date hereof" shall include compliance by a Bank or any lending office or holding company of a Bank with any Basle Law whether or not such Basle Law was in effect, applicable or phased in on or prior to or after the date hereof) pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards" (said laws, rules, regulations and guidelines being sometimes herein referred to as "BASLE LAWS"), or the adoption after the date hereof of any other law, rule, regulation or taking effect ofguideline regarding capital adequacy (any such other law, rule, regulation or guideline being sometimes herein referred to as "OTHER LAWS"), or any change in, in any applicable Law regarding capital adequacy, in each instance, of the foregoing (after the Closing Date, date hereof in respect of Other Laws; before or any change after the Closing Date date hereof in respect of Basle Laws) or in the interpretation, enforcement or interpretation or administration of any of the foregoing (after the date hereof in respect of Other Laws; before or application thereof after the date hereof in respect of Basle Laws) by any Governmental Government Authority, central bank or comparable agency charged with the interpretation, enforcement or interpretation or administration or application thereof, or the compliance by any Lender Bank (or any Person controlling such Lender lending office of any Bank) or any holding company of any Bank with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such Lender’s Bank's capital or on the capital of such controlling Person’s capital Bank's holding company, if any, as a consequence of such Lender’s its Commitments, Loans or any of its other obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender Bank or such controlling Person Bank's holding company could have achieved but for such applicability, adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or Bank's policies and the policies of such controlling Person’s policies Bank's holding company with respect to capital adequacy) then from time by an amount deemed by such Bank to timebe material, THEN, upon demand by such Lender Bank (or by the Agent on such Bank's behalf), the Borrower shall pay to such Bank from time to time such additional amount or amounts as will compensate such Bank or such Bank's holding company for any such reduction suffered, together with interest on each such amount from the date demanded until payment in full (after as well as before judgment) thereof at the Base Rate; PROVIDED, HOWEVER, that the Borrower shall not be required to pay such compensation to a Bank or corporation controlling such Bank, as the case may be, to the extent the reduction is attributable to any such law, rule, regulation or guideline, or interpretation or administration thereof, or request or directive, as the case may be, that is not generally applicable to (a) in the case of each Bank that is a national bank, all national banks, or (b) in the case of any other Bank, all banks of the same type organized under the same authority as such Bank (i.e., if such Bank is a State of New York charter bank, all State of New York chartered banks and if such bank is a federal savings bank, all federal savings banks, etc.) in the state in which demand such Bank has its principal office. Any Bank seeking reimbursement shall be accompanied by a statement setting forth give the basis for Borrower written notice of the law, treaty, rule or regulation, or any interpretation or administration thereof, which may give rise to the increased cost. The Borrower shall make payment to such demand and a calculation Bank of the amount due within sixty (60) days after receipt by the Borrower of such notice and the certificate referred to in the next sentence. A certificate of such Bank submitted to the Borrower as to any such additional amount or amounts (including calculations thereof in reasonable detail, a copy of which ) shall be furnished to Administrative Agent)prima facie evidence of the amount thereof. In determining such amount or amounts, Borrower such Bank may use any method of averaging and attribution as it (in its sole and absolute discretion) shall promptly pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety (90) days prior to the date on which such Lender first made demand therefordeem applicable.

Capital Adequacy. If any Lender shall reasonably determine that after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or taking effect ofliquidity of banks or bank holding companies, or any change in, any applicable in Applicable Law regarding capital adequacy, in each instance, (whether adopted before or after the Closing Restatement Date, ) or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the compliance by any Lender or any Person controlling bank holding company of such Lender Lender) with any request, guideline or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such any Lender’s or such controlling Person’s capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit with respect to the Loans to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacyadequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) then from time capital was fully utilized prior to timesuch adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender (which demand shall be accompanied by a statement setting forth Lender, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount amounts as will shall be sufficient to compensate such Lender or such controlling Person (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reductionreduced return which is reasonably allocable to this Agreement, so long as together with interest on such amounts have accrued on or amount from the fourth (4th) Business Day after the day which is ninety date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (90x) days the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date on which that such Lender first made demand therefornotifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If any Lender shall reasonably determine have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof (it being agreed that "adopted after the date hereof" shall include compliance by a Lender or any lending office or holding company of a Lender with any Basle Law whether or not such Basle Law was in effect, applicable or phased in on or prior to or after the date hereof) pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards" or pursuant to or arising out of any report, agreement or convention of any international banking group adopted subsequent to such 1988 report (said laws, rules, regulations and guidelines pursuant to or arising out of such 1988 report or any such subsequently adopted report, agreement or convention being sometimes collectively herein referred to as "Basle Laws"), or the adoption after the date hereof of any other law, rule, regulation or taking effect ofguideline regarding capital adequacy (any such other law, rule, regulation or guideline being sometimes herein referred to as "Other Laws"), or any change in, in any applicable Law regarding capital adequacy, in each instance, of the foregoing (after the Closing Date, date hereof in respect of Other Laws; before or any change after the Closing Date date hereof in respect of Basle Laws) or in the interpretation, enforcement or interpretation or administration of any of the foregoing (after the date hereof in respect of Other Laws; before or application thereof after the date hereof in respect of Basle Laws) by any Governmental Government Authority, central bank or comparable agency charged with the interpretation, enforcement or interpretation or administration or application thereof, or the compliance by any Lender (or any Person controlling such lending office of any Lender) or any holding company of any Lender with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such Lender’s 's capital or on the capital of such controlling Person’s capital Lender's holding company, if any, as a consequence of such Lender’s its Bosque Loan Commitment, Loans, Existing Loans, its commitments or other obligations under the Existing Agreement or any of its obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person Lender's holding company could have achieved but for such applicability, adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or 's policies and the policies of such controlling Person’s policies Lender's holding company with respect to capital adequacy) then from time by an amount deemed by such Lender to timebe material, then, upon demand by such Lender (which demand shall be accompanied or by a statement setting forth the basis for Agent on such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative AgentLender's behalf), the Borrower shall promptly pay to such Lender from time to time such additional amount or amounts as will compensate such Lender or such controlling Person Lender's holding company for any such reductionreduction suffered, so long together with interest on each such amount from the date demanded until payment in full (after as such amounts have accrued on or well as before judgment) thereof at the Base Rate. Each Lender shall endeavor to give the Borrower notice of its intention to require compensation under this Section 3.4 within a reasonable time after the day which is ninety (90) days prior loan officer of such Lender with responsibility for this Agreement becomes aware of its entitlement to such compensation under this Section 3.4, but no failure to give any such notice shall affect or relieve the Borrower of any of Borrower's obligations under this Section 3.4 or under any other provision of this Agreement or any other Loan Document or result in any obligation or liability of the Agent or any Lender to the date on which Borrower or any other Person. A certificate of a Lender as to the amount required to be paid by Borrower under this Section 3.4 and showing in reasonable detail the basis for the calculation thereof shall, absent manifest error, be final and conclusive (it being understood that in no event shall any Lender be required to disclose in such certificate or otherwise any non-public information). In determining such amount or amounts, a Lender first made demand thereformay use any method of averaging and attribution as it (in its sole and absolute discretion) shall deem applicable.

Capital Adequacy. If any Lender shall reasonably determine have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof, it being agreed that “adopted after the date hereof” shall include compliance by Lender or any lending office or holding company of Lender with any Basel Law whether or not such Basel Law was in effect, applicable or phased in on or prior to or after the date hereof pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards” or pursuant to or arising out of any report, agreement or convention of any international banking group adopted subsequent to such 1988 report (said laws, rules, regulations and guidelines pursuant to or arising out of such 1988 report or any such subsequently adopted report, agreement or convention being sometimes collectively herein referred to as “Basel Laws”), or the adoption after the date hereof of any other law, rule, regulation or taking effect ofguideline regarding capital adequacy (any such other law, rule, regulation or guideline being sometimes herein referred to as “Other Laws”), or any change in, in any applicable Law regarding capital adequacy, in each instance, of the foregoing (after the Closing Date, date hereof in respect of Other Laws; before or any change after the Closing Date date hereof in respect of Basel Laws) or in the interpretation, enforcement or interpretation or administration of any of the foregoing (after the date hereof in respect of Other Laws; before or application thereof after the date hereof in respect of Basel Laws) by any Governmental Government Authority, central bank or comparable agency charged with the interpretation, enforcement or interpretation or administration or application thereof, or the compliance by any Lender (or any Person controlling such lending office of Lender) or any holding company of Lender with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such Lender’s capital or such controlling Personon the capital of Lender’s capital holding company, if any, as a consequence of such Lender’s its Loans or any of its obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person Lender’s holding company could have achieved but for such applicability, adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Personpolicies and the policies of Lender’s policies holding company with respect to capital adequacy) then from time by an amount deemed by Lender to timebe material, then, upon demand by such Lender (which demand shall be accompanied or by a statement setting forth the basis for Agent on such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative AgentLender’s behalf), Borrower shall promptly pay to such Lender from time to time such additional amount or amounts as will compensate such Lender or such controlling Person Lender’s holding company for any such reductionreduction suffered, so long together with interest on each such amount from the date demanded until payment in full (after as such amounts have accrued on or well as before judgment) thereof at the Contract Rate. Lender shall endeavor to give Borrower notice of its intention to require compensation under this Section 3.5 within a reasonable time after the day which is ninety (90) days prior loan officer of Lender with responsibility for this Agreement becomes aware of its entitlement to such compensation under this Section 3.5, but no failure to give any such notice shall affect or relieve Borrower of any of Borrower’s obligations under this Section 3.5 or under any other provision of this Agreement or any other Loan Document or result in any obligation or liability of Agent or Lender to Borrower or any other Person. A certificate of Lender as to the date on which amount required to be paid by Borrower under this Section 3.5 and showing in reasonable detail the basis for the calculation thereof shall, absent manifest error, be final and conclusive (it being understood that in no event shall any Lender be required to disclose in such certificate or otherwise any non-public information). In determining such amount or amounts, Lender first made may use any method of averaging and attribution as it (in its sole and absolute discretion) shall deem applicable. Notwithstanding the foregoing, Lender shall not be entitled to make a demand thereforfor and Borrower shall not be liable for payment of any amount under the terms of this provision following payment in full of the Obligations.

Capital Adequacy. If any Lender shall reasonably determine that after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or taking effect ofliquidity of banks or bank holding companies, or any change in, any applicable in Applicable Law regarding capital adequacy, in each instance, (whether adopted before or after the Closing Second Restatement Date, ) or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the compliance by any Lender or any Person controlling bank holding company of such Lender Lender) with any request, guideline or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such any Lender’s or such controlling Person’s capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit with respect to the Loans to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacyadequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) then from time capital was fully utilized prior to timesuch adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender (which demand shall be accompanied by a statement setting forth Lender, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount amounts as will shall be sufficient to compensate such Lender or such controlling Person (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reductionreduced return which is reasonably allocable to this Agreement, so long as together with interest on such amounts have accrued on or amount from the fourth (4th) Business Day after the day which is ninety date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (90x) days the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date on which that such Lender first made demand therefornotifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such ▇▇▇▇▇▇’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If any Lender shall Bank shall, at any time, reasonably determine that (a) the adoption (i) after the date of this Agreement, of any capital adequacy guidelines or taking effect of(ii) at any time, of any other applicable law, government rule, regulation or order regarding capital adequacy of banks or bank holding companies, (b) any change in, in (i) any applicable Law regarding capital adequacy, in each instance, after of the Closing Date, foregoing or (ii) the interpretation or administration of any change after of the Closing Date in the interpretation, administration or application thereof foregoing by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the (c) compliance by any Lender or any Person controlling such Lender with any requestpolicy, guideline guideline, directive or directive request regarding capital adequacy (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s the capital as a consequence of such Lender’s obligations hereunder or under any Support Agreement or Lender Letter of Credit Bank to a level below that which such Lender or such controlling Person Bank could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration the policies of such Lender’s or such controlling Person’s policies Bank with respect to capital adequacyadequacy in effect immediately before such adoption, change or compliance) and (x) such reduction is as a consequence of the Commitment of, or the making, converting or continuing of any Loans by, such Bank hereunder and (y) such reduction is reasonably deemed by such Bank to be material, then (1) such Bank shall deliver to the Borrower and the Administrative Agent a certificate stating the reduction in the rate of return such Bank will in the future suffer as a result of its Commitment or the making, converting or continuing any Loans by it to the Borrower hereunder and (2) the Borrower shall, within 30 days after its receipt of such certificate, at its sole option, either (A) pay to the Administrative Agent for the account of such Bank from time to time, upon demand time as specified by such Lender (which demand Bank such amount as shall be accompanied by a statement setting forth the basis sufficient to compensate such Bank for such demand and a calculation reduced return, or (B) replace such Bank in accordance with the provisions of Section 4.10; provided, however, that if the Borrower does not exercise the option specified in clause (B) above within 30 days after receipt of the amount thereof certificate referred to above, then (1) such Bank shall deliver to the Borrower and the Administrative Agent a second certificate stating the reduction in reasonable detail, a copy the rate of which shall be furnished to Administrative Agent), return of such Bank and (2) the Borrower shall promptly pay pay, as specified by such Bank, to the Administrative Agent for the account of such Lender such additional amount as will Bank amounts sufficient to compensate such Lender or such controlling Person Bank for such reduction, so long as such amounts have accrued on or after the day which is ninety (90) days prior reduction in its rate of return. The amount stated in any certificate delivered to the date on which Borrower pursuant to the provisions of this Section 4.7 shall be conclusive and binding for all purposes, absent manifest error. In determining any such Lender first made demand thereforamount, such Bank may use reasonable averaging and attribution methods. The payments required under this Section 4.7 are in addition to any other payments and indemnities required hereunder.

Capital Adequacy. If any Lender shall reasonably determine have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof, it being agreed that “adopted after the date hereof” shall include compliance by a Lender or any lending office or holding company of a Lender with any Basle Law whether or not such Basle Law was in effect, applicable or phased in on or prior to or after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards” or pursuant to or arising out of any report, agreement or convention of any international banking group adopted subsequent to such 1988 report (said laws, rules, regulations and guidelines pursuant to or arising out of such 1988 report or any such subsequently adopted report, agreement or convention being sometimes collectively herein referred to as “Basle Laws”), or the adoption after the date hereof of any other law, rule, regulation or taking effect ofguideline regarding capital adequacy (any such other law, rule, regulation or guideline being sometimes herein referred to as “Other Laws”), or any change in, in any applicable Law regarding capital adequacy, in each instance, of the foregoing (after the Closing Date, date hereof in respect of Other Laws; before or any change after the Closing Date date hereof in respect of Basle Laws) or in the interpretation, enforcement or interpretation or administration of any of the foregoing (after the date hereof in respect of Other Laws; before or application thereof after the date hereof in respect of Basle Laws) by any Governmental Government Authority, central bank or comparable agency charged with the interpretation, enforcement or interpretation or administration or application thereof, or the compliance by any Lender (or any Person controlling such lending office of any Lender) or any holding company of any Lender with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such controlling PersonLender’s capital holding company, if any, as a consequence of such Lender’s its Loan Commitments, Loans or any of its obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person Lender’s holding company could have achieved but for such applicability, adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or policies and the policies of such controlling PersonLender’s policies holding company with respect to capital adequacy) then from time by an amount deemed by such Lender to timebe material, then, upon demand by such Lender (which demand shall be accompanied or by a statement setting forth the basis for Agent on such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative AgentLender’s behalf), Borrower shall promptly pay to such Lender from time to time such additional amount or amounts as will compensate such Lender or such controlling Person Lender’s holding company for any such reductionreduction suffered, so long together with interest on each such amount from the date demanded until payment in full (after as such amounts have accrued on or well as before judgment) thereof at the Base Rate. Each Lender shall endeavor to give Borrower notice of its intention to require compensation under this Section 3.4 within a reasonable time after the day which is ninety (90) days prior loan officer of such Lender with responsibility for this Agreement becomes aware of its entitlement to such compensation under this Section 3.4, but no failure to give any such notice shall affect or relieve Borrower of any of Borrower’s obligations under this Section 3.4 or under any other provision of this Agreement or any other Loan Document or result in any obligation or liability of Agent or any Lender to Borrower or any other Person. A certificate of a Lender as to the date on which amount required to be paid by Borrower under this Section 3.4 and showing in reasonable detail the basis for the calculation thereof shall, absent manifest error, be final and conclusive (it being understood that in no event shall any Lender be required to disclose in such certificate or otherwise any non-public information). In determining such amount or amounts, a Lender first made demand thereformay use any method of averaging and attribution as it (in its sole and absolute discretion) shall deem applicable.

Capital Adequacy. If any Lender shall reasonably determine that after the date hereof, the adoption of any Applicable Law regarding the capital adequacy of banks or taking effect ofbank holding companies, or any change in, any applicable in Applicable Law regarding capital adequacy, in each instance, (whether adopted before or after the Closing Agreement Date, ) or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender or any Person controlling such Lender (or the bank holding company of such Lender) with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such any Lender’s or such controlling Person’s 's capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit with respect to the Loans and the Commitment to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Person’s 's policies with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that such Lender's capital was fully utilized prior to such adoption, change or compliance) then from time by an amount reasonably deemed by such Lender to timebe material, then, if such Lender exercises its capital adequacy protection rights (if any) generally for borrowers situated similarly to the Borrower and upon demand by such Lender (which demand shall be accompanied by a statement setting forth Lender, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount amounts as will shall be sufficient to compensate such Lender or such controlling Person for such reductionreduced return, so long as together with interest on such amounts have accrued on or amount from the fourth (4th) Business Day after the day which is ninety (90) days prior to date of demand or the date on which Maturity Date, as applicable, until payment in full thereof at the Default Rate. A certificate of such Lender first made demand thereforsetting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error.

Capital Adequacy. If any Lender shall reasonably determine that Without duplication with respect to costs addressed under Section 10.3 hereof, if after the date hereof the adoption of any Applicable Law regarding the capital adequacy of banks or taking effect ofbank holding companies, or any change in, any applicable in Applicable Law regarding capital adequacy, in each instance, (whether adopted before or after the Closing Agreement Date, ) or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit with respect to the Loans and the Revolving Loan Commitment, to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that such Lender’s capital was fully utilized prior to such adoption, change or compliance) then from time by an amount reasonably deemed by such Lender to timebe material, then, upon the earlier of thirty (30) days after demand by such Lender (which demand shall be accompanied by a statement setting forth or the basis for such demand and a calculation of latest Maturity Date, the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount amounts as will shall be sufficient to compensate such Lender or such controlling Person for such reductionreduced return, so long as together with interest on such amounts have accrued on or amount from the thirtieth (30th) day after the day which is ninety (90) days prior date of demand or the latest Maturity Date, until payment in full thereof at the Base Rate. Before giving any notice to the date on which Administrative Agent pursuant to this Section 2.12, such Lender first made demand thereforshall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the sole reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be prima facie evidence of such amount absent manifest error.

Capital Adequacy. If after the date hereof, the Lender or any Lender ---------------- Participant shall reasonably determine have determined that the adoption of any applicable law, rule or taking effect ofregulation regarding capital adequacy, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Datetherein, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender or any Person controlling such the Lender with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency adopted charged with the interpretation or otherwise taking effect after administration thereof, or compliance by the Closing DateLender or such Participant with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such the Lender’s 's or such controlling Person’s Participant's capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit the transactions contemplated hereby to a level below that which such the Lender or such controlling Person Participant could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such the Lender’s 's or such controlling Person’s Participant's policies with respect to capital adequacy) by an amount deemed by the Lender or such Participant to be material, then from time to time, upon within ten (10) Business Days after demand by the Lender or such Participant, the Borrower shall pay to the Lender (which demand shall be accompanied by a statement or such Participant such additional amount or amounts as will compensate the Lender or such Participant for such reduction. A certificate of the Lender or any Participant claiming compensation under this Section and setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount as will compensate such or amounts to be paid to the Lender or such controlling Person for Participant hereunder shall be conclusive, provided that the determination thereof is made on a reasonable basis. In determining such reductionamount or amounts, so long as such amounts have accrued on or after the day which is ninety (90) days prior to the date on which such Lender first made demand thereforand each Participant may use any reasonable averaging and attribution methods.

Capital Adequacy. If any Lender Bank shall reasonably determine that have determined that, after the date hereof, the adoption of any applicable Law, rule or taking effect ofregulation regarding capital adequacy, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Datetherein, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender of such Bank with, or any Person controlling such Lender with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on capital of such Lender’s Bank (or such controlling Person’s capital its Parent) as a consequence of such Lender’s Bank's obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender Bank (or such controlling Person its Parent) could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s or such controlling Person’s its policies with respect to capital adequacyadequacy existing on the date of this Agreement) by an amount deemed by such Bank to be material, then from time to time, upon within fifteen (15) days after demand by such Lender Bank (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, with a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank (or such controlling Person its Parent) for such reduction. A certificate of any Bank claiming compensation under this Section, so long setting forth in reasonable detail the basis therefor, shall be conclusive in the absence of manifest error. However, to the extent capital costs relate to a Bank's loans in general and not specifically to a Loan hereunder, such Bank shall use reasonable averaging and attribution methods. In addition, each Bank agrees that, as promptly as practical after it becomes aware of the occurrence of an event or the existence of a condition that would entitle it to exercise its rights under this Section, it will use commercially reasonable efforts to make, fund or maintain the affected Advances through another lending office of such amounts have accrued Bank if (1) as a result thereof the additional money that would otherwise be required to be paid in respect of such Advances would be reduced, and (2) the making, funding or maintaining of such Advances through such other lending office would not adversely affect such Advances or such Bank. Finally, if a Bank is to require Borrower to make payments under this Section then Bank must make a demand on or after the day which is Borrower to make such payment within ninety (90) days prior to of the later of (1) the date on which such Lender first made demand thereforcapital costs are actually incurred by such Bank, or (2) the date on which such Bank knows, or should have known, that such capital costs have been incurred by such Bank.

Capital Adequacy. If any Lender Bank shall reasonably determine that have determined that, after the date hereof, the adoption of any applicable Law, rule or taking effect ofregulation regarding capital adequacy, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Datetherein, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on capital of such Lender’s Bank (or such controlling Person’s capital its parent corporation) as a consequence of such Lender’s Bank's obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender Bank (or such controlling Person its parent corporation) could have achieved but for such adoption, taking effect, change, interpretation, administration, application request or compliance directive (taking into consideration such Lender’s or such controlling Person’s its policies with respect to capital adequacyadequacy existing on the date of this Agreement) by an amount deemed by such Bank to be material, then from time to time, upon within fifteen (15) days after demand by such Lender Bank (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, with a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank (or such controlling Person its parent corporation) for such reduction. A certificate of any Bank claiming compensation under this Section, so long setting forth in reasonable detail the basis therefor, shall be conclusive in the absence of manifest error. However, to the extent capital costs relate to a Bank's loans in general and not specifically to a Loan hereunder, such Bank shall use reasonable averaging and attribution methods. In addition, each Bank agrees that, as promptly as practical after it becomes aware of the occurrence of an event or the existence of a condition that would entitle it to exercise its rights under this Section, it will use commercially reasonable efforts to make, fund or maintain the affected Advances through another lending office of such amounts have accrued Bank if (1) as a result thereof the additional money that would otherwise be required to be paid in respect of such Advances would be reduced, and (2) the making, funding or maintaining of such Advances through such other lending office would not adversely affect such Advances or such Bank. Finally, if a Bank is to require Borrower to make payments under this Section then Bank must make a demand on or after the day which is Borrower to make such payment within ninety (90) days prior to of the later of (1) the date on which such Lender first made demand thereforcapital costs are actually incurred by such Bank, or (2) the date on which such Bank knows, or should have known, that such capital costs have been incurred by such Bank.

Capital Adequacy. If If, after the date hereof, any Lender (or any Affiliate of any Lender) shall have reasonably determine determined that the adoption of any Applicable Law, governmental rule, regulation or taking effect oforder regarding the capital adequacy of banks or bank holding companies, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Datetherein, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender (or any Person controlling such Lender Affiliate of any Lender) with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on the capital of such Lender (or any Affiliate of such Lender’s or such controlling Person’s capital ) as a consequence of any of such Lender’s Revolving Credit Facility or obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration the policies of such Lender (or Affiliate of such Lender’s or such controlling Person’s policies ) with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that the capital of such Lender (or Affiliate of such Lender) then from time was fully utilized prior to timesuch adoption, change or compliance), then, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, with a copy of which shall be furnished such demand to Administrative Agent), Borrower shall promptly immediately pay to Agent, for the benefit of such Lender, such additional amounts as shall be sufficient to compensate such Lender for any such reduction actually suffered; provided, that there shall be no duplication of amounts paid to such Lender such additional amount as will compensate pursuant to this sentence and Section 10.3. A certificate of such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after setting forth the day which is ninety (90) days prior amount to the date on which be paid to such Lender first made demand thereforby Borrower as a result of any event referred to in this Section 10.5 shall, absent manifest error, be deemed final, binding and conclusive upon Borrower.

Capital Adequacy. If any Lender shall reasonably determine have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof (it being agreed that "adopted after the date hereof" shall include compliance by a Lender or any lending office or holding company of a Lender with any Basle Law whether or not such Basle Law was in effect, applicable or phased in on or prior to or after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards" (said laws, rules, regulations and guidelines being sometimes herein referred to as "Basle Laws")), or the adoption after the date hereof of any other law, rule, regulation or taking effect ofguideline regarding capital adequacy (any such other law, rule, regulation or guideline being sometimes herein referred to as "Other Laws"), or any change in, in any applicable Law regarding capital adequacy, in each instance, of the foregoing (after the Closing Date, date hereof in respect of Other Laws; before or after the date hereof in respect of Basle Laws) or in the enforcement or interpretation or administration of any of the foregoing(after the date hereof in respect of Other Laws; before or after the date hereof in respect of Basle Laws) by any court or any change after the Closing Date in the interpretation, administration or application thereof by any Governmental Government Authority, central bank or comparable agency charged with the interpretation, enforcement or interpretation or administration or application thereof, or the compliance by any Lender (or any Person controlling such lending office of any Lender) or any holding company of any Lender with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such Lender’s 's capital or on the capital of such controlling Person’s capital Lender's holding company, if any, as a consequence of such Lender’s its Term Loan Commitments, Term Loans or any of its other obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person Lender's holding company could have achieved but for such applicability, adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or 's policies and the policies of such controlling Person’s policies Lender's holding company with respect to capital adequacy) then from time by an amount deemed by such Lender to timebe material, then, upon demand by such Lender (which demand shall be accompanied or by a statement setting forth the basis for Agent on such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative AgentLender's behalf), the Borrower shall promptly pay to such Lender from time to time such additional amount or amounts as will compensate such Lender or such controlling Person Lender's holding company for any such reductionreduction suffered, so long together with interest on each such amount from the date demanded until payment in full (after as well as before judgment) thereof at the Base Rate. A certificate of such amounts have accrued on or after the day which is ninety (90) days prior Lender submitted to the date Borrower as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on which the Borrower. In determining such amount or amounts, such Lender first made demand thereformay use any method of averaging and attribution as it (in its sole and absolute discretion) shall deem applicable.

Capital Adequacy. If after the date hereof any Lender shall reasonably determine determines that (a) the adoption of or taking effect ofchange in any law, rule, regulation or guideline regarding capital or liquidity ratios or requirements for banks or bank holding companies or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration interpretation or application thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation, administration or application thereof, or the (b) compliance by any such Lender or any Person controlling such Lender its parent bank holding company with any requestguideline, guideline request or directive of any such entity regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date), has or would have the effect of reducing the rate of return on such Lender’s or such controlling Personholding company’s capital or liquidity as a consequence of such Lender▇▇▇▇▇▇’s obligations hereunder commitment to make Loans or under any Support Agreement or Lender Letter participate in Letters of Credit or Swing Loans hereunder to a level below that which such Lender or such controlling Person holding company could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Personholding company’s then existing policies with respect to capital adequacyadequacy or liquidity and assuming the full utilization of such entity’s capital) then from time to time, upon demand by any amount deemed in good faith by such Lender (which demand shall to be accompanied by a statement setting forth the basis for material, then such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished Lender may notify Parent thereof. Borrowers agree to Administrative Agent), Borrower shall promptly pay to such Lender the amount of such additional amount reduction in the return on capital as will compensate and when such reduction is reasonably determined, within thirty (30) days of presentation by such Lender of a statement of the amount setting forth such Lender’s calculation thereof. In determining such amount, such Lender may use any reasonable averaging and attribution methods generally applied by such ▇▇▇▇▇▇. For purposes of Section 4.8 and this Section 4.9, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform 89 US_Active\120558968\V-3 US_ACTIVE\122519032\V-4 and Consumer Protection Act and all requests, rules, publications, orders, guidelines and directives thereunder or such controlling Person issued in connection therewith and all requests, rules, guidelines or directives promulgated by the Bank for such reductionInternational Settlements, so long as such amounts 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 be deemed to have accrued on or been adopted and gone into effect after the day which is ninety date hereof regardless of when adopted, enacted or issued. Notwithstanding the foregoing, Borrowers shall not be required to compensate Lenders pursuant to this Section 4.9 for any in good faith reductions suffered more than six (906) days months prior to the date on which that such Lender first made demand notifies Parent of the event giving rise to such increased costs or reductions and such Lender’s intent to claim compensation therefor; provided, however, that if any such change giving rise to such increased costs or reduction is retroactive, then the six (6)-month period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Adequacy. If any Lender shall reasonably determine that after the date hereof, the adoption of any Applicable Law regarding the capital adequacy of banks or taking effect ofbank holding companies, or any change in, any applicable in Applicable Law regarding capital adequacy, in each instance, (whether adopted before or after the Closing Agreement Date, ) or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the compliance by any Lender or any Person controlling bank holding company of such Lender Lender) with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such any Lender’s or such controlling Person’s capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit with respect to the Loans to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) then from time capital was fully utilized prior to timesuch adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender (which demand shall be accompanied by a statement setting forth Lender, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount amounts as will shall be sufficient to compensate such Lender or such controlling Person (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reductionreduced return which is reasonably allocable to this Agreement, so long as together with interest on such amounts have accrued on or amount from the fourth (4th) Business Day after the day which is ninety (90) days prior to date of demand or the date on which Maturity Date, as applicable, until payment in full thereof at the Default Rate. A certificate of such Lender first made setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand thereforcompensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements.

Capital Adequacy. If after the Agreement Date, any Lender (or any Affiliate of any Lender) shall reasonably determine have determined that the adoption of any Applicable Law, governmental rule, regulation or taking effect oforder regarding the capital adequacy of banks or bank holding companies, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Datetherein, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any such Lender (or any Person controlling Affiliate of such Lender Lender) with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted (but only if such adoption, change, request or otherwise taking effect directive occurs after the Closing Agreement Date), has or would have the effect of reducing the rate of return on such Lender’s (or any Affiliate of such controlling Person’s Lender) capital as a consequence of such Lender’s the Commitment or obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s (or any Affiliate of such controlling Person’s Lender) policies with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that such Lender’s (or any Affiliate of such Lender) then from time capital was fully utilized prior to timesuch adoption, change or compliance), then, promptly upon demand by such Lender (which demand shall be accompanied by a statement setting forth Lender, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount Additional Amount or amounts as will shall be sufficient to compensate such Lender for any such reduction actually suffered; provided, however, that there shall be no duplication of amounts paid to any Lender pursuant to this sentence and Section 11.3. A certificate of any Lender setting forth the amount to be paid to such Lender by the Borrower (with a copy to the Administrative Agent) as a result of any event referred to in this paragraph shall, absent manifest error, be conclusive. For purposes of this Section 11.5, each of (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (including regulations promulgated with respect thereto) and all requests, guidelines or such controlling Person directives in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for such reductionInternational Settlements, so long as such amounts the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case in respect of this clause (ii), pursuant to Basel III, are, in the case of each of clauses (i) and (ii), deemed to have accrued on or gone into effect and been adopted after the day which is ninety (90) days prior to the date on which such Lender first made demand therefor.Agreement Date. 117

Capital Adequacy. If any Lender shall reasonably determine have determined in good faith that the adoption adoption, effectiveness, phase-in or taking effect ofapplicability (excluding any adoption, effectiveness, phase-in or applicability published as of the Effective Date and currently scheduled to take effect) after the date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change in, any applicable Law regarding capital adequacy, therein or in each instance, the interpretation or administration thereof after the Closing Date, or any change after the Closing Date in the interpretation, administration or application thereof date hereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender (or any Person controlling such Lender its applicable lending office) with any requestguideline, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on the capital of such Lender’s Lender or any corporation controlling such controlling Person’s capital Lender as a consequence of of, or with reference to, such Lender’s 's Loans or Revolving Loan Commitment or Letters of Credit or participations therein or other obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person corporation could have achieved but for such adoption, taking effecteffectiveness, changephase-in, interpretationapplicability, administration, application change or compliance (taking into consideration the policies of such Lender’s Lender or such controlling Person’s policies corporation with respect regard to capital adequacy) ), then from time to time, upon demand within fifteen Business Days after receipt by Company from such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof statement referred to in reasonable detailthe next sentence, a copy of which Company shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling Person corporation on an after-tax basis for such reduction, so long as ; provided that a Lender shall not be entitled to avail itself of the benefit of this subsection 2.7A to the extent that any such amounts have accrued on or after the day which is ninety (90) days reduction in return was incurred more than six months prior to the date on time it first makes a demand therefor, unless the circumstance giving rise to such reduced return arose or became applicable retrospectively, in which case no time limit shall apply (provided that such Lender first made demand thereforhas notified Company within six months from the date such circumstances arose or became applicable). Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this subsection 2.7A, will give prompt written notice thereof to Company (with a copy to Administrative Agent), which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts.

Capital Adequacy. If any Lender shall reasonably determine that after the date hereof, the adoption of any Applicable Law regarding the capital adequacy of banks or taking effect ofbank holding companies, or any change in, any applicable in Applicable Law regarding capital adequacy, in each instance, (whether adopted before or after the Closing Agreement Date, ) or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any such Lender (or any Person controlling the bank holding company of such Lender) or the Swing Line Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such any Lender’s 's or such controlling Person’s the Swing Line Lender's capital as a consequence of such Lender’s its obligations hereunder with respect to the Loans and the Commitments or under any Support Agreement or Lender Letter of Credit the Swing Line Loans and the Swing Line Commitment to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s 's or such controlling Person’s Swing Line Lender's policies with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that such Lender's or Swing Line Lender's capital was fully utilized prior to such adoption, change or compliance) then from time by an amount reasonably deemed by such Lender or the Swing Line Lender to timebe material, then, if such Lender or the Swing Line Lender exercises its capital adequacy protection rights (if any) generally for borrowers situated similarly to the Borrower and upon demand by such Lender (which demand shall be accompanied by a statement setting forth or the basis for such demand and a calculation of Swing Line Lender, the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender or the Swing Line Lender such additional amount amounts as will shall be sufficient to compensate such Lender or such controlling Person the Swing Line Lender for such reductionreduced return, so long as together with interest on such amounts have accrued on or amount from the fourth (4th) Business Day after the day which is ninety (90) days prior to date of demand or the date on which Revolving Loan Maturity Date, Term Loan A Maturity Date, Term Loan B Maturity Date, Term Loan C Maturity Date and Incremental Facility Maturity Date, as applicable, until payment in full thereof at the Default Rate. A certificate of such Lender first made demand thereforor the Swing Line Lender setting forth the amount to be paid to such Lender or the Swing Line Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error.

Capital Adequacy. If after the date hereof any Lender shall reasonably determine Bank or the Agent determines that (a) the adoption of or taking effect ofchange in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration interpretation or application thereof by any Governmental Authority, central bank a court or comparable agency charged governmental authority with the interpretation, administration or application thereofappropriate jurisdiction, or the (b) compliance by any Lender such Bank or the Agent or any Person corporation controlling such Lender Bank or the Agent with any requestlaw, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateentity regarding capital adequacy, has or would have the effect of reducing the rate of return on such LenderBank’s or such controlling Personthe Agent’s capital as a consequence of such Lender’s obligations hereunder or under commitment with respect to any Support Agreement or Lender Letter of Revolving Credit Loans to a level below that which such Lender Bank or such controlling Person the Agent could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such LenderBank’s or such controlling Personthe Agent’s then existing policies with respect to capital adequacyadequacy and assuming full utilization of such entity’s capital) then from time to time, upon demand by any amount deemed by such Lender Bank or (which demand as the case may be) the Agent to be material, then such Bank or the Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Prime Rate, the Borrower and such Bank shall be accompanied by a statement setting forth the basis for such demand and a calculation thereafter attempt to negotiate in good faith, within thirty (30) days of the amount thereof in reasonable detailday on which the Borrower receives such notice, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount as an adjustment payable hereunder that will compensate such Lender or such controlling Person Bank for such reduction, so long as . If the Borrower and such amounts have accrued on or after the day which is ninety Bank are unable to agree to such adjustment within thirty (9030) days prior to of the date on which the Borrower receives such Lender first made demand therefornotice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in such Bank’s reasonable determination, provide adequate compensation. Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis.