Common use of Capital Requirements Clause in Contracts

Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank determines that any Change in Law affecting such Lender or such Issuing Bank or any Applicable Lending Office of such Lender or such Lender’s or such Issuing Bank’s holding company, if any, regarding capital or and liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing Bank’s capital or on the capital of such Lender’s or the such Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans Advances made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing Bank, to a level below that which such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender’s or the such Issuing Bank’s holding company with respect to capital adequacyadequacy and liquidity), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or liquidity or on the capital or liquidity of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacyadequacy and liquidity), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time time, upon receipt of a certificate described in the following subsection (c) the Borrower will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing Bank’s capital or on the capital of such Lender’s or the such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing Bank, to a level below that which such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender’s or the such Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time then, upon the request of such Lender or such Issuing Bank, the Borrower will pay to such Lender or the such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank reasonably determines that any Change in Law affecting such Lender or such Issuing Bank or any Lending Office of such Lender or such Issuing Bank or such Lender’s or Issuing Bank’s holding company, if any, regarding liquidity or capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or such Issuing Bank or the Loans made by, by or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, it to a level below that which such Lender or the such Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender▇▇▇▇▇▇’s or the Issuing Bank’s holding company with respect to liquidity or capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time upon demand of such Lender or such Issuing Bank setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent) (provided that such calculation will not in an way require disclosure of confidential or price-sensitive information or any other information the disclosure of which is prohibited by law), the Borrower will pay to such Lender or the such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Lender, such Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing BankLender’s capital or on the capital of such Lender’s or the such Issuing BankLender’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing BankLender, to a level below that which such Lender or the such Issuing Bank Lender or such Lender’s or the such Issuing BankLender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing BankLender’s policies and the policies of such Lender’s or the such Issuing BankLender’s holding company with respect to capital adequacyadequacy or liquidity), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the such Issuing BankLender, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank Lender or such Lender’s or the such Issuing BankLender’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing Bank’s capital or on the capital of such Lender’s or the such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing Bank, to a level below that which such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender’s or the such Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to such Lender or the such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank Lender determines that any Change in Law regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing BankLender’s capital or on the capital of such Lender’s or the such Issuing BankLender’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing BankLender, to a level below that which such Lender or the such Issuing Bank Lender or such Lender’s or the such Issuing BankLender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing BankLender’s policies and the policies of such Lender’s or the such Issuing BankLender’s holding company with respect to capital adequacyadequacy or liquidity), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the such Issuing BankLender, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank Lender or such Lender’s or the such Issuing BankLender’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacyadequacy or liquidity position), by an amount deemed to be material by such Lender or the Issuing Bank, then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank Lender reasonably determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing BankLender’s capital or on the capital of such Lender’s or the such Issuing BankLender’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing BankLender, to a level below that which such Lender or the such Issuing Bank Lender or such Lender’s or the such Issuing BankLender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing BankLender’s policies and the policies of such Lender’s or the such Issuing BankLender’s holding company with respect to capital adequacyadequacy and liquidity), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower Company will pay to such Lender or the such Issuing BankLender, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank Lender, or such Lender’s or the such Issuing BankLender’s holding company company, for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank reasonably determines that any Change in Law affecting such Lender or the Issuing Bank or any Lending Office of such Lender or the Issuing Bank or such Lender’s or Issuing Bank’s holding company, if any, regarding liquidity or capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Issuing Bank or the Loans made by, by or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, it to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to liquidity or capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time upon demand of such Lender or the Issuing Bank setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent), the Borrower will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or Lender, the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank reasonably determines that any Change in Law affecting such Lender or such Issuing Bank or any Lending Office of such Lender or such Issuing Bank or such Lender’s or Issuing Bank’s holding company, if any, regarding liquidity or capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or such Issuing Bank or the Loans made by, by or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, it to a level below that which such Lender or the such Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such LenderL▇▇▇▇▇’s or the Issuing Bank’s holding company with respect to liquidity or capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time upon demand of such Lender or such Issuing Bank setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent) (provided that such calculation will not in an way require disclosure of confidential or price-sensitive information or any other information the disclosure of which is prohibited by law), the Borrower will pay to such Lender or the such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Lender, such Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing Bank’s capital or on the capital of such Lender’s or the such Issuing Bank’s holding company, if any, in each case by an amount deemed by such Lender to be material, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing Bank, to a level below that which such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company could would have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender’s or the such Issuing Bank’s holding company with respect to capital adequacyadequacy and liquidity), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the such Issuing Bank, as the case may be, in Dollars, Bank such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank or any Lender determines that any Change in Law affecting such Issuing Bank or such Lender or any lending office of such Issuing Bank or such Lender or such Issuing Bank’s or such Lender’s holding company, if any, regarding capital or liquidity requirements requirements, has or would have the effect of reducing the rate of return on such LenderIssuing Bank’s or the Issuing Banksuch Lender’s capital or on the capital of such LenderIssuing Bank’s or the Issuing Banksuch Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing BankCredit, to a level below that which such Lender or the Issuing Bank or such LenderLender or such Issuing Bank’s or the Issuing Banksuch Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s its policies and the policies of such Lender’s or the Issuing Bank’s its holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Issuing Bank or such Lender, within 30 days of demand of such Issuing Bank or such Lender (which demand shall be accompanied by a certificate setting forth the amount of such increased costs or reduced amounts and certifying that the determination of such amount is in accordance with such Issuing Bank, ’s or such Lender’s internal practices as the case may be, in Dollarsconsistently applied), such additional amount or amounts as will compensate such Lender or the Issuing Bank or such LenderLender or such Issuing Bank’s or the Issuing Banksuch Lender’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank determines (in good faith, but in its absolute sole discretion) that any Change in Law affecting such Lender or such Issuing Bank or any Lending Office of such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing Bank’s capital or on the capital of such Lender’s or the such Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the such Issuing Bank, to a level below that which such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender’s or the such Issuing Bank’s holding company with respect to capital adequacyadequacy or liquidity), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank determines (in good faith, but in its reasonable discretion) that any Change in Law affecting such Lender or the Issuing Bank or any lending office of such Lender or such Lender’s or the Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank Bank’s or such Lender’s or the Issuing Bank▇▇▇▇▇▇’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender▇▇▇▇▇▇’s or the Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by then upon request of such Lender or Issuing Bank, then from time to time time, the Borrower will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing Bank’s capital or on the capital of such Lender’s or the such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made to a Borrower by, or participations in Swingline Loans and Letters of Credit issued on behalf of such Borrower held by, such Lender, or the Letters of Credit issued on behalf of such Borrower by the such Issuing Bank, to a level below that which such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender’s or the such Issuing Bank’s holding company with respect to capital adequacyadequacy or liquidity requirements), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time then, upon the request of such Lender or such Issuing Bank, such Borrower will pay to such Lender or the such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company for any such reduction sufferedsuffered on behalf of such Borrower.

Capital Requirements. If any Lender or the any Issuing Bank reasonably determines that any Change in Law affecting such Lender or such Issuing Bank or any Lending Office of such Lender or such Issuing Bank or such Lender’s or Issuing Bank’s holding company, if any, regarding liquidity or capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or such Issuing Bank or the Loans made by, by or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, it to a level below that which such Lender or the such Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to liquidity or capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time upon demand of such Lender or such Issuing Bank setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent) (provided that such calculation will not in an way require disclosure of confidential or price-sensitive information or any other information the disclosure of which is prohibited by law), the Borrower will pay to such Lender or the such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Lender, such Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing BankLender’s capital or on the capital of such Lender’s or the such Issuing BankLender’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing BankLender, to a level below that which such Lender or the such Issuing Bank Lender or such Lender’s or the such Issuing BankLender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing BankLender’s policies and the policies of such Lender’s or the such Issuing BankLender’s holding company with respect to capital adequacyadequacy and liquidity), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower Company will pay to such Lender or the such Issuing BankLender, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank Lender or such Lender’s or the such Issuing BankLender’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements requirements, has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), adequacy and liquidity) by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, Dollars such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing Bank’s capital or on the capital of such Lender’s or the such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing Bank, to a level below that which such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender’s or the such Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to such Lender or the such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing Bank, to a level below that which such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender’s or the such Issuing Bank’s holding company with respect to capital adequacyadequacy and liquidity), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank Lender reasonably determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing BankLender’s capital or on the capital of such Lender’s or the such Issuing BankLender’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing BankLender, to a level below that which such Lender or the such Issuing Bank Lender or such Lender’s or the such Issuing BankLender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender▇▇▇▇▇▇’s or the such Issuing BankLender’s policies and the policies of such Lender’s or the such Issuing BankLender’s holding company with respect to capital adequacyadequacy and liquidity), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower Company will pay to such Lender or the such Issuing BankLender, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank Lender, or such Lender’s or the such Issuing BankLender’s holding company company, for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank determines (in good faith, but in its sole absolute discretion) that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing Bank’s capital or on the capital of such Lender’s or the such Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing Bank, to a level below that which such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender’s or the such Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time upon written request of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return, Borrower will pay to such Lender or the such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender Lender, any Issuing Bank or the Issuing Bank Swingline Lender (for purposes of this Section 2.18.2, may be referred to collectively as “the Lenders” or a “Lender”) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the commitments of such Lender hereunder or the Loans made by, or participations in Swingline Loans and Letters of Credit and Swingline Loans held by, such Lender, or the Letters of Credit issued by the such Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower Borrowers will pay to such Lender or the Issuing BankLender, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered; provided that each Lender shall only exercise its rights under this Section 2.18.2 if and to the extent that it exercises any similar rights it may have under other similar transactions to which it is a party.

Capital Requirements. If any Lender or the Issuing Bank determines (in good faith, but in its sole absolute discretion) that any Change in Law affecting such Lender or the Issuing Bank or any lending office of such Lender or such Lender’s or the Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, the Bankers’ Acceptances purchased or accepted by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the applicable Borrower will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank reasonably determines that any Change in Law affecting such Lender or such Issuing Bank or any Lending Office of such Lender or such Issuing Bank or such Lender’s or Issuing Bank’s holding company, if any, regarding liquidity or capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or such Issuing Bank or the Loans made by, by or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, it to a level below that which such Lender or the such Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender▇▇▇▇▇▇’s or the Issuing Bank’s holding company with respect to liquidity or capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time upon demand of such Lender or such Issuing Bank setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent) (provided that such calculation will not in any way require disclosure of confidential or price-sensitive information or any other information the disclosure of which is prohibited by law), the Borrower will pay to such Lender or the such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Lender, such Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank reasonably determines (in good faith, but in its sole absolute discretion) that any Change in Law affecting such Lender or the Issuing Bank or any lending office of such Lender or such Lender’s or the Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, Bankers’ Acceptances purchased or accepted by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by then upon written request of such Lender or the Issuing Bank, then Bank (accompanied by a statement setting forth the basis for such request and a calculation of the amount thereof in reasonable detail) from time to time the Borrower Borrowers will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing Bank’s capital or liquidity or on the capital or liquidity of such Lender’s or the such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing Bank, to a level below that which such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender’s or the such Issuing Bank’s holding company with respect to capital adequacyadequacy and liquidity), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company for any such reduction suffered.. CREDIT AGREEMENT

Capital Requirements. If If, after the Closing Date, any Lender or the any Issuing Bank Lender reasonably determines that any Change in Law regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing BankLender’s capital or on the capital of such Lender’s or the such Issuing BankLender’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing BankLender, to a level below that which such Lender or the such Issuing Bank Lender or such Lender’s or the such Issuing BankLender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing BankLender’s policies and the policies of such Lender’s or the such Issuing BankLender’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the such Issuing BankLender, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank Lender or such Lender’s or the such Issuing BankLender’s holding company for any such reduction actually incurred or suffered.

Capital Requirements. If any Lender or the Issuing Bank determines (in good faith, but in its sole absolute discretion) that any Change in Law affecting such Lender or the Issuing Bank or any lending office of such Lender or such Lender’s or the Issuing Bank’s holding company, if any, regarding capital capital, liquidity or liquidity leverage requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower Borrowers will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacyadequacy or liquidity position), by an amount deemed to be material by such Lender or the Issuing Bank, then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, in each case by an amount deemed by such Lender to be material, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could would have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacyadequacy and liquidity), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, Bank such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing BankLender’s capital or on the capital of such Lender’s or the such Issuing BankLender’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing BankLender, to a level below that which such Lender or the such Issuing Bank Lender or such Lender’s or the such Issuing BankLender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing BankLender’s policies and the policies of such Lender’s or the such Issuing BankLender’s holding company with respect to capital adequacyadequacy and liquidity), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the such Issuing BankLender, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank Lender or such Lender’s or the such Issuing BankLender’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank determines (in good faith, but in its sole absolute discretion) that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank reasonably determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing Bank’s capital or on the capital of such Lender’s or the such Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitment of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the such Issuing Bank, to a level below that which such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender’s or the such Issuing Bank’s holding company with respect to capital adequacyadequacy and liquidity), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower Parent will pay to such Lender or the such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, by such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could would have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacyadequacy and liquidity), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time time, to the extent that such reduction in rate of return is not reflected in the Base Rate or the Eurodollar Rate, the Borrower will pay to such Lender or the Issuing Bank, as the case may be, in DollarsLender, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered; provided that the Borrower shall not be liable to any Lender for costs incurred more than one hundred eighty (180) days prior to receipt by the Borrower of the certificate referred to in clause (c) below from such Lender. Each Lender shall allocate such cost increases among its customers in good faith and on an equitable basis.

Capital Requirements. If any Lender or the Issuing Bank determines that any Change change in any Requirement of Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements requirements, has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the Issuing BankLender, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change change in such Requirement of Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank▇▇▇▇▇▇’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the Issuing BankLender, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank Lender or such Lender’s or the Issuing BankLender’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank Lender reasonably determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s 's or the Issuing Bank’s Lender's capital or on the capital of such Lender’s 's or the Issuing Bank’s Lender's holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing BankLender, to a level below that which such Lender or the Issuing Bank Lender or such Lender’s 's or the Issuing Bank’s Lender's holding company could have achieved but for such Change in Law (taking into consideration such Lender’s 's or the Issuing Bank’s Lender's policies and the policies of such Lender’s 's or the Issuing Bank’s Lender's holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the Issuing BankLender, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank Lender or such Lender’s 's or the Issuing Bank’s Lender's holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank Lender reasonably determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing BankLender’s capital or on the capital of such Lender’s or the such Issuing BankLender’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing BankLender, to a level below that which such Lender or the such Issuing Bank Lender or such Lender’s or the such Issuing BankLender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing BankLender’s policies and the policies of such Lender’s or the such Issuing BankLender’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower Company will pay to such Lender or the such Issuing BankLender, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank Lender, or such Lender’s or the such Issuing BankLender’s holding company company, for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank determines (in good faith, but in its sole absolute discretion) that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s 's or the Issuing Bank’s Lender's capital or on the capital of such Lender’s 's or the Issuing Bank’s Lender's holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing BankLender, to a level below that which such Lender or the Issuing Bank Lender or such Lender’s 's or the Issuing Bank’s Lender's holding company could have achieved but for such Change in Law (taking into consideration such Lender’s 's or the Issuing Bank’s Lender's policies and the policies of such Lender’s 's or the Issuing Bank’s Lender's holding company with respect to capital adequacy), then, subject to the delivery of a certificate contemplated by an amount deemed to be material by such Lender or Issuing Bankparagraph (c) below, then from time to time the Borrower Company will pay to such Lender or the Issuing BankLender, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank Lender or such Lender’s 's or the Issuing Bank’s Lender's holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing Bank’s capital or on the capital of such Lender’s or the such Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, Lender or the Letters of Credit issued by the such Issuing Bank, to a level below that which such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender’s or the such Issuing Bank’s holding company with respect to capital adequacyadequacy or liquidity), by an amount deemed which such Lender in its sole judgment deems to be material by such Lender or Issuing Bankin the context of this Agreement and its Loans, Commitments and participations in Letters of Credit hereunder, then from time to time the Borrower Borrowers will pay to such Lender or the such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or liquidity or on the capital or liquidity of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank Lender determines that any Change in Law regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing BankLender’s capital or on the capital of such Lender’s or the Issuing BankLender’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing BankLender, to a level below that which such Lender or the Issuing Bank Lender or such Lender’s or the Issuing BankLender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing BankLender’s policies and the policies of such Lender’s or the Issuing BankLender’s holding company with respect to capital adequacyadequacy or liquidity), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the Issuing BankLender, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank Lender or such Lender’s or the Issuing BankLender’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing BankLender’s capital or on the capital of such Lender’s or the Issuing BankLender’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing BankLender, to a level below that which such Lender or the Issuing Bank Lender or such Lender’s or the Issuing BankLender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing BankLender’s policies and the policies of such Lender’s or the Issuing BankLender’s holding company with respect to capital adequacyadequacy and liquidity), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will promptly within fifteen (15) Business Days following written demand pay to such Lender or the Issuing BankLender, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank Lender or such Lender’s or the Issuing BankLender’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s 's or the Issuing Bank’s 's capital or on the capital of such Lender’s 's or the Issuing Bank’s 's holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s 's or the Issuing Bank’s 's holding company could have achieved but for such Change in Law (taking into consideration such Lender’s 's or the Issuing Bank’s 's policies and the policies of such Lender’s 's or the Issuing Bank’s 's holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s 's or the Issuing Bank’s 's holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing BankLender’s capital or on the capital of such Lender’s or the Issuing BankLender’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing BankLender, to a level below that which such Lender or the Issuing Bank Lender or such Lender’s or the Issuing BankLender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing BankLender’s policies and the policies of such Lender’s or the Issuing BankLender’s holding company with respect to capital adequacy), then, subject to the delivery of a certificate contemplated by an amount deemed to be material by such Lender or Issuing Bankparagraph (c) below, then from time to time the Borrower Company will pay to such Lender or the Issuing BankLender, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank Lender or such Lender’s or the Issuing BankLender’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing Bank’s capital or on the capital of such Lender’s or the such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held [[6408684]] BUSINESS.31771526.2 by, such Lender, or the Letters of Credit issued by the such Issuing Bank, to a level below that which such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender’s or the such Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time then, upon the request of such Lender or such Issuing Bank, the Borrower will pay to such Lender or the such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of [[60787996351539]] reducing the rate of return on such Lender’s or the such Issuing Bank’s capital or on the capital of such Lender’s or the such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing Bank, to a level below that which such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender’s or the such Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time then, upon the request of such Lender or such Issuing Bank, the Borrower will pay to such Lender or the such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing Bank’s capital or on the capital of such Lender’s or the such Issuing Bank’s holding Revolving Credit Agreement company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing Bank, to a level below that which such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender’s or the such Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to such Lender or the such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this 52 Revolving Credit Agreement Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank determines (in good faith, but in its sole absolute discretion) that any Change in Law affecting such Lender or the Issuing Bank or any lending office of such Lender or such Lender’s or the Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower Borrowers will pay pay, jointly and severally, to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank determines that any Change change in any Requirement of Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements requirements, has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the Issuing BankLender, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change change in such Requirement of Law (taking into consideration such Lender’s or the Issuing Bank▇▇▇▇▇▇’s policies and the policies of such Lender’s or the Issuing Bank▇▇▇▇▇▇’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the Issuing BankLender, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank Lender or such Lender’s or the Issuing BankLender’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s 's or the Issuing Bank’s Lender's capital or on the capital of such Lender’s 's or the Issuing Bank’s Lender's holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing BankLender, to a level below that which such Lender or the Issuing Bank Lender or such Lender’s 's or the Issuing Bank’s Lender's holding company could have achieved but for such Change in Law (taking into consideration such Lender’s 's or the Issuing Bank’s Lender's policies and the policies of such Lender’s 's or the Issuing Bank’s Lender's holding company with respect to capital adequacy), then, subject to the delivery of a certificate contemplated by an amount deemed to be material by such Lender or Issuing Bankparagraph (c) below, then from time to time the Borrower will pay to such Lender or the Issuing BankLender, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Five-Year Credit Agreement Issuing Bank Lender or such Lender’s 's or the Issuing Bank’s Lender's holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank determines (in good faith, but in its sole absolute discretion) that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), in each case by an amount deemed to be material by such Lender or Issuing Bank, then from time to time time, in accordance with clause (c) below, the Borrower will Borrowers shall pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company company, as the case may be, for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing Bank’s capital or liquidity or on the capital or liquidity of such Lender’s or the such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing Bank, to a level below that which such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender’s or the such Issuing Bank’s holding company with respect to capital adequacyadequacy and liquidity), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to such Lender or the such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank reasonably determines that any Change in Law regarding capital adequacy or liquidity requirements occurring after the Closing Date has or would have the effect of reducing the rate of return on such Lender’s or the any Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing Bank, to a level below that which such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender’s or the such Issuing Bank’s holding company with respect to capital adequacyadequacy or liquidity), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time time, upon receipt of a certificate of a Lender as required under Section 5.01(c), the Borrower will pay to such Lender or the such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the and/or Issuing Bank or such Lender’s or the and/or such Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing Bank’s capital or on the capital of such Lender’s or the such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing Bank, to a level below that which such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such LenderL▇▇▇▇▇’s or the such Issuing Bank’s policies and the policies of such Lender’s or the such Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to such Lender or the such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank determines in good faith that any Change in Law regarding capital or liquidity requirements has had or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of or the Loans made by, or participations in Swingline Loans and Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bankthen, then from time to time upon request of such Lender or the Borrower Issuing Bank, the Borrowers will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank Lender determines in good faith that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing BankLender’s capital or on the capital of such Lender’s or the such Issuing BankLender’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing BankLender, to a level below that which such Lender or the such Issuing Bank Lender or such Lender’s or the such Issuing BankLender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing BankLender’s policies and the policies of such Lender’s or the such Issuing BankLender’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the such Issuing BankLender, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank Lender or such Lender’s or the such Issuing BankLender’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank -------------------- determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s 's or the such Issuing Bank’s 's capital or on the capital of such Lender’s 's or the such Issuing Bank’s 's holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing Bank, to a level below that which such Lender or the such Issuing Bank or such Lender’s 's or the such Issuing Bank’s 's holding company could have achieved but for such Change in Law (taking into consideration such Lender’s 's or the such Issuing Bank’s 's policies and the policies of such Lender’s 's or the such Issuing Bank’s 's holding company with respect to capital adequacy), ) by an amount deemed to be material by that such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, in Dollarsdeems material, then from time to time the Borrowers will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender’s 's or the such Issuing Bank’s 's holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law regarding capital adequacy or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or liquidity or on the capital or liquidity of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender▇▇▇▇▇▇’s or the Issuing Bank’s policies and the policies of such Lender▇▇▇▇▇▇’s or the Issuing Bank’s holding company with respect to capital adequacyadequacy and liquidity), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank Lender determines that any Change in Law regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing BankLender’s capital or on the capital of such Lender’s or the such Issuing BankLender’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing BankLender, to a level below that which such Lender or the such Issuing Bank Lender or such Lender’s or the such Issuing BankLender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing BankLender’s policies and the policies of such Lender’s or the such Issuing BankLender’s holding company with respect to capital adequacyadequacy or liquidity), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the such Issuing BankLender, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank Lender or such Lender’s or the such Issuing BankLender’s holding company for any such reduction suffered.. 509265-1574-14872-Active.18681323.8

Capital Requirements. If any Lender or the any Issuing Bank reasonably determines that any Change in Law affecting such Lender or such Issuing Bank or any Lending Office of such Lender or such Issuing Bank or such Lender’s or Issuing Bank’s holding company, if any, regarding liquidity or capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or such Issuing Bank or the Loans made by, by or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, it to a level below that which such Lender or the such Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to liquidity or capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time upon demand of such Lender or such Issuing Bank setting forth in reasonable detail the Borrower charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent) (provided that such calculation will not in an way require disclosure of confidential or price-sensitive information or any other information the disclosure of which is prohibited by law), the Borrowers will pay to such Lender or the such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Lender, such Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, by such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could would have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time time, to the extent that such reduction in rate of return is not reflected in the Base Rate or the Eurodollar Rate, the Borrower will pay to such Lender or the Issuing Bank, as the case may be, in DollarsLender, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered; provided that the Borrower shall not be liable to any Lender for costs incurred more than one hundred eighty (180) days prior to receipt by the Borrower of the certificate referred to in clause (c) below from such Lender. Each Lender shall allocate such cost increases among its customers in good faith and on an equitable basis.

Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s 's or the Issuing Bank’s 's capital or on the capital of such Lender’s 's or the Issuing Bank’s 's holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s 's or the Issuing Bank’s 's holding company could have achieved but for such Change in Law (taking into consideration such Lender’s 's or the Issuing Bank’s 's policies and the policies of such Lender’s 's or the Issuing Bank’s 's holding company with respect to capital adequacyadequacy and liquidity), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower Borrowers will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s 's or the Issuing Bank’s 's holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing BankLender’s capital or on the capital of such Lender’s or the such Issuing BankLender’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing BankLender, to a level deemed to be material by such Lender or such Issuing Lender below that which such Lender or the such Issuing Bank Lender or such Lender’s or the such Issuing BankLender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing BankLender’s policies and the policies of such Lender’s or the such Issuing BankLender’s holding company with respect to capital adequacyadequacy and liquidity), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower Borrowers will pay to such Lender or the such Issuing BankLender, as the case may be, in Dollars, be such additional amount or amounts as will compensate such Lender or the such Issuing Bank Lender or such Lender’s or the such Issuing BankLender’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law affecting such Lender or the Issuing Bank or the applicable Lender Office of such Lender or such Lender’s or the Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, Bank to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower Company will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank determines (in good faith, in its reasonable discretion) that any Change in Law affecting such Lender or the Issuing Bank or any lending office of such Lender or such Lender’s or the Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could company, if any, would have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company company, if any, with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower Borrowers will (on a joint and several basis) pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company company, if any, for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank determines (in good faith, but in its sole absolute discretion) that any Change in Law affecting such Lender or the Issuing Bank or any lending office of such Lender or such Lender's or the Issuing Bank's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s 's or the Issuing Bank’s 's capital or on the capital of such Lender’s 's or the Issuing Bank’s 's holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, the Bankers' Acceptances purchased or accepted by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s 's or the Issuing Bank’s 's holding company could have achieved but for such Change in Law (taking into consideration such Lender’s 's or the Issuing Bank’s 's policies and the policies of such Lender’s 's or the Issuing Bank’s 's holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the applicable Borrower will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s 's or the Issuing Bank’s 's holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacyadequacy or liquidity position), by an amount deemed to be material by such Lender or the Issuing Bank, then from time to time then, upon the request of such Lender or the Issuing Bank, the Borrower will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing BankLender’s capital or on the capital of such Lender’s or the such Issuing BankLender’s holding company, if any, as a consequence of this Agreement or the Loans Advances made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing BankLender, to a level below that which such Lender or the such Issuing Bank Lender or such Lender’s or the such Issuing BankLender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender▇▇▇▇▇▇’s or the such Issuing BankLender’s policies and the policies of such Lender’s or the such Issuing BankLender’s holding company with respect to capital adequacyadequacy and liquidity), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the such Issuing BankLender, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank Lender or such Lender’s or the such Issuing BankLender’s holding company for any such reduction suffered.. MRC Energy Company Credit Agreement 122

Capital Requirements. If any Lender or the any Issuing Bank Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing BankLender’s capital or on the capital of such Lender’s or the such Issuing BankLender’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing BankLender, to a level deemed to be material by such Lender or such Issuing Lender below that which such Lender or the such Issuing Bank Lender or such Lender’s or the such Issuing BankLender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing BankLender’s policies and the policies of such Lender’s or the such Issuing BankLender’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower Borrowers will pay to such Lender or the such Issuing BankLender, as the case may be, in Dollars, be such additional amount or amounts as will compensate such Lender or the such Issuing Bank Lender or such Lender’s or the such Issuing BankLender’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank reasonably determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing Bank’s capital or on the capital of such Lender’s or the such Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitment of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the such Issuing Bank, to a level below that which such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender’s or the such Issuing Bank’s holding company with respect to capital adequacyadequacy and liquidity), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing BankLender’s capital or on the capital of such Lender’s or the such Issuing BankLender’s holding company, if any, as a consequence of this Agreement or the Loans Advances made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing BankLender, to a level below that which such Lender or the such Issuing Bank Lender or such Lender’s or the such Issuing BankLender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing BankLender’s policies and the policies of such Lender’s or the such Issuing BankLender’s holding company with respect to capital adequacyadequacy and liquidity), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the such Issuing BankLender, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank Lender or such Lender’s or the such Issuing BankLender’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing BankLender’s capital or on the capital of such Lender’s or the such Issuing BankLender’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing BankLender, to a level below that which such Lender or the such Issuing Bank Lender or such Lender’s or the such Issuing BankLender’s holding company could have achieved but for such Change in Law (taking into consideration such LenderL▇▇▇▇▇’s or the such Issuing BankLender’s policies and the policies of such Lender’s or the such Issuing BankLender’s holding company with respect to capital adequacyadequacy or liquidity), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such 63 Lender or the such Issuing BankLender, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank Lender or such Lender’s or the such Issuing BankLender’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender, or the Loans made by, or participations in Swingline Loans and Letters of Credit or Swing Loans held by, by such Lender, Lender or the Letters Letter of Credit issued by the such Issuing Bank, to a level below that which such Lender or the such Issuing Bank Bank’s or such Lender’s or the such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender’s or the such Issuing Bank’s holding company with respect to capital adequacy), in each case by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time in accordance with clause (c) below, the Borrower Borrowers will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank determines (in good faith, but in its sole absolute discretion) that any Change in Law affecting such Lender or the Issuing Bank or any lending office of such Lender or such Lender’s or the Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the US Borrower will pay to such Lender or the Issuing Bank, as the case may be, in Dollarsaccordance with Section 2.12(c), such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing Bank’s capital or on the capital of such Lender’s or the such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing Bank, to a level below that which such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender▇▇▇▇▇▇’s or the such Issuing Bank’s policies and the policies of such Lender’s or the such Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to such Lender or the such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s 's or the Issuing Bank’s Lender's capital or on the capital of such Lender’s 's or the Issuing Bank’s Lender's holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing BankLender, to a level below that which such Lender or the Issuing Bank Lender or such Lender’s 's or the Issuing Bank’s Lender's holding company could have achieved but for such Change in Law (taking into consideration such Lender’s 's or the Issuing Bank’s Lender's policies and the policies of such Lender’s 's or the Issuing Bank’s Lender's holding company with respect to capital adequacy), then, subject to the delivery of a certificate contemplated by an amount deemed to be material by such Lender or Issuing Bankparagraph (c) below, then from time to time the Borrower will pay to such Lender or the Issuing BankLender, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank Lender or such Lender’s 's or the Issuing Bank’s Lender's holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by the Issuing BankBank or the Swing Line Loans made by the Swing Line Lender, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law affecting such Lender or the Issuing Bank regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacyadequacy and liquidity), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any Lending Office of such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s 's or the Issuing Bank’s 's capital or on the capital of such Lender’s 's or the Issuing Bank’s 's holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s 's or the Issuing Bank’s 's holding company could have achieved but for such Change in Law (taking into consideration such Lender’s 's or the Issuing Bank’s 's policies and the policies of such Lender’s 's or the Issuing Bank’s 's holding company with respect to capital adequacyadequacy and liquidity), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s 's or the Issuing Bank’s 's holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Revolving Issuing Bank Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing BankLender’s capital or on the capital of such Lender’s or the such Issuing BankLender’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Revolving Letters of Credit held by, such Lender, or the Revolving Letters of Credit issued by the such Issuing BankLender, to a level deemed to be material by such Lender or such Issuing Lender below that which such Lender or the such Issuing Bank Lender or such Lender’s or the such Issuing BankLender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing BankLender’s policies and the policies of such Lender’s or the such Issuing BankLender’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower Borrowers will pay to such Lender or the such Issuing BankLender, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank Lender or such Lender’s or the such Issuing BankLender’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank determines that any Change in Law affecting such Lender or such Issuing Bank or the applicable Lender Office of such Lender or the Letter of Credit Issuing Office or such Lender’s or such Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing Bank’s capital or on the capital of such Lender’s or the such Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, by such Lender, or the Letters of Credit issued by the such Issuing Bank, Bank to a level below that which such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender’s or the such Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or Issuing Bank, then from time to time the Borrower Borrowers will pay to such Lender or the such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such Issuing Bank’s capital or on the capital of such Lender’s or the such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by the such Issuing Bank, to a level below that which such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such Issuing Bank’s policies and the policies of such Lender’s or the such Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender [[60731336359722]] or such Issuing Bank, then from time to time then, upon the request of such Lender or such Issuing Bank, the Borrower will pay to such Lender or the such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the such Issuing Bank or such Lender’s or the such Issuing Bank’s holding company for any such reduction suffered.