Common use of Changes in Capital Adequacy Regulations Clause in Contracts

Changes in Capital Adequacy Regulations. If the Swingline Lender or another Lender determines the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender or any corporation controlling, the Swingline Lender or such Lender is increased as a result of a Change, then, within 15 days of demand by the Swingline Lender or such Lender, Borrower shall pay the Swingline Lender or such other Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline Lender or such other Lender determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) or its Commitment to make Loans (after taking into account such Lender’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement in the Risk Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation or any corporation controlling any Lender. “Risk Based Capital Guidelines” means (i) the risk based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender, or the Swingline Lender or another Lender LC Issuer determines the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, the LC Issuer, or any Lending Installation of such Lender Installation, or any corporation controllingcontrolling such Lender, or the Swingline Lender or such Lender LC Issuer is increased as a result of a ChangeChange (defined below), then, within 15 days of demand by the Swingline Lender or such Lender, or the LC Issuer, the Borrower shall pay such Lender, or the Swingline Lender or such other Lender LC Issuer the amount necessary (without any premium or penalty thereon or otherwise with respect thereto) to compensate for any shortfall in the rate of return on the portion of such increased capital whichwhich such Lender, or the Swingline Lender or such other Lender LC Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) or its Outstanding Revolving Credit Exposure, its Term Loans, its Revolving Commitment to make Revolving Loans and/or issue or participate in Facility LCs, as the case may be (after taking into account such Lender’s ’s, or LC Issuer’s, policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) ), or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline any Lender, any other Lender or the LC Issuer, or any Lending Installation or any corporation controlling any Lender, or the LC Issuer. “Risk Risk-Based Capital Guidelines” means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender LC Issuer determines the amount of capital required or expected to be maintained by the Swingline such Lender or such LenderLC Issuer, any Lending Installation of such Lender or LC Issuer or any corporation controlling, the Swingline controlling such Lender or such Lender LC Issuer is increased as a result of a Change, then, within 15 days of demand demand, accompanied by the Swingline written statement required by Section 3.6, by such Lender or such LenderLC Issuer, the Borrower shall pay the Swingline such Lender or such other Lender LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender LC Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) or its Outstanding Revolving Credit Exposure, its Term Loans, its Term Loan Commitment to make Term Loans, its Revolving Loan Commitment to make Revolving Loans and issue or participate in Facility LCs, as applicable, hereunder (after taking into account such Lender’s 's or LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement Closing Date in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of of, or change in, or change in the interpretation or administration of any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Closing Date which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or LC Issuer or any Lending Installation or any corporation controlling any LenderLender or LC Issuer. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this AgreementClosing Date, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this AgreementClosing Date.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender the LC Issuer determines the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender or the LC Issuer or any corporation controlling, the Swingline controlling such Lender or such Lender the LC Issuer is increased as a result of a Change, then, within 15 days of demand by the Swingline such Lender or such Lenderthe LC Issuer, the Borrower shall pay the Swingline such Lender or such other Lender the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender the LC Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s 's or the LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or the Swingline Lender, any other Lender LC Issuer or any Lending Installation or any corporation controlling any LenderLender or the LC Issuer. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline Lender or another Lender determines the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender Lender, the LC Issuer or any corporation controlling, the Swingline controlling such Lender or such Lender LC Issuer is increased as a result of a Change, then, within 15 days of written demand by the Swingline Agent on behalf of such Lender or such LenderLC Issuer, Borrower the Company shall pay the Swingline such Lender or such other Lender the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender the LC Issuer reasonably determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment obligation to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s or the LC Issuer’s policies as to capital adequacy). “Change” means (ia) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (iib) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or the Swingline Lender, any other Lender LC Issuer or any Lending Installation or any corporation controlling any LenderLender or the LC Issuer. “Risk Risk-Based Capital Guidelines” means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender Issuer determines that the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender Lender, such Issuer, or any corporation controlling, the Swingline controlling such Lender or such Lender Issuer is increased as a result of a Change, then, within 15 days of demand by the Swingline such Lender or such LenderIssuer, the Borrower shall pay the Swingline such Lender or such other Lender Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender Issuer reasonably determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Loans, its Letters of Credit or its Commitment obligation to make Loans or issue Letters of Credit or participate in Letters of Credit hereunder (after taking into account such Lender’s 's or Issuer's policies as to capital adequacyadequacy being applied with respect to customers similarly situated to Borrower with whom such Lender or Issuer has a contractual right to so charge such amounts). “"Change” " means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or Issuer or any Lending Installation or Issuing Office or any corporation controlling any LenderLender or Issuer. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement. The Borrower shall not be obligated to compensate any Lender or Issuer pursuant to this Section 3.2 for any amounts attributable to a period more than 90 days prior to the giving of notice by such Lender or Issuer to the Borrower of its intention to seek compensation under this Section 3.2.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender Issuer determines the amount of capital required or expected to be maintained by the Swingline such Lender or such LenderIssuer, any Lending Installation Office of such Lender or Issuer or any corporation controlling, the Swingline controlling such Lender or such Lender Issuer is increased as a result of a Change, then, within 15 10 days of demand by the Swingline such Lender or such LenderIssuer, the Borrower shall pay the Swingline such Lender or such other Lender Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender Issuer determines is attributable to this Agreement, its Loans outstanding hereunder (or participations therein) or its Commitment obligation to make Loans hereunder (after taking into account such Lender’s or Issuer’s policies as to capital adequacy); provided, however, that a Lender or Issuer shall impose such cost upon the Borrower only if such Lender or Issuer is generally imposing such cost on its other borrowers having similar credit arrangements. “Change” means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or Issuer or any Lending Installation Office or any corporation controlling any LenderLender or Issuer. “Risk Risk-Based Capital Guidelines” means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender LC Issuer determines the amount of capital required or expected to be maintained by the Swingline such Lender or such LenderIssuer, any Lending Installation of such Lender or LC Issuer, or any corporation controlling, the Swingline controlling such Lender or such Lender LC Issuer is increased as a result of a Change, then, within 15 days of demand by the Swingline such Lender or such LenderLC Issuer, the Borrower shall pay the Swingline such Lender or such other Lender LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender LC Issuer determines is attributable to this Agreement, its Loans outstanding hereunder (or participations therein) and/or participation in Facility LCs or its Commitment to make Loans and/or issue or participate in Facility Letters of Credit, as the case may be, hereunder (after taking into account such Lender’s or Issuer’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or LC Issuer or any Lending Installation or any corporation controlling any LenderLender or LC Issuer. “Risk Risk-Based Capital Guidelines” means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement. If any Lender or LC Issuer becomes entitled to claim any additional amount or amounts pursuant to this Section 3.02, it shall promptly notify the Borrower through the Administrative Agent of the event by reason of which it has become entitled, but in any event within 180 days, after the Lender or the LC Issuer obtains actual knowledge thereof; provided that if such Lender or LC Issuer fails to give such notice within the 180-day period after it obtains actual knowledge of such an event, such Lender or LC Issuer shall, with respect to such compensation in respect of any costs resulting from such event, only be entitled to payment for costs incurred from and after the date 180 days prior to the date that such Lender or LC Issuer does give such notice.

Changes in Capital Adequacy Regulations. If the Swingline Lender or another a Lender determines (i) the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender or any corporation controlling, the Swingline Lender or controlling such Lender is increased as a result of a “Change” (as defined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Loans or its obligation to make Loans hereunder, then, within 15 days after receipt by the relevant Borrower of written demand by the Swingline such Lender or pursuant to Section 3.6, such Lender, Borrower shall pay the Swingline Lender or such other Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline Lender or which such other Lender determines is attributable to this Agreement, its Loans outstanding hereunder (or participations therein) or its Commitment obligation to make Loans hereunder (after taking into account such Lender’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement in the Risk “Risk-Based Capital Guidelines Guidelines” (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements, in each case passed prior to the date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation or any corporation controlling any Lender. “Risk Risk-Based Capital Guidelines” means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States or Canada (if applicable) implementing the July 1988 report of the Basle Basel Committee on Banking Regulation and Supervisory Practices Supervision Entitled “International Convergence of Capital Measurements Measurement and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the date of this AgreementAgreement and including, for the avoidance of doubt, the recommendations set out in the report entitled ‘Basel II: International Convergence of Capital Measurement and Capital Standards: A Revised Framework’, which was published by the Basel Committee on Banking Supervision on June 26, 2004 and the European Commission proposal (COM (2004) 486) of July 14, 2004. Notwithstanding any other provision of this Section 3.2, the U.K. Borrower shall not be obliged to make any increased payment pursuant to this Section 3.2 to the extent that the relevant cost, increased cost, reduction or liability is compensated for by any payment calculated in accordance with the Mandatory Cost or represents Excluded Taxes.

Changes in Capital Adequacy Regulations. If the Swingline Lender or another a Lender determines the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender or any corporation controlling, the Swingline Lender or controlling such Lender is increased as a result of a Change, then, within 15 fifteen (15) days of demand by the Swingline Lender or such Lender, the Borrower shall pay the Swingline Lender or such other Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline Lender or which such other Lender determines is attributable to this Agreement, its Loans outstanding hereunder (or participations therein) or its Commitment to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “Change” "CHANGE" means (ia) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (iib) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation or any corporation Person controlling any Lender. “Risk Based Capital Guidelines” "RISK-BASED CAPITAL GUIDELINES" means (ia) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (iib) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “entitled "International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender LC Issuer determines the amount of capital required or expected to be maintained by the Swingline such Lender or such LenderLC Issuer, any Lending Installation of such Lender or LC Issuer or any corporation controlling, the Swingline controlling such Lender or such Lender LC Issuer is increased as a result of a ChangeChange (as defined below), then, within 15 fifteen (15) days of demand demand, accompanied by the Swingline written statement required by Section 3.6, by such Lender or such LenderLC Issuer, the Borrower shall pay the Swingline such Lender or such other Lender LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender LC Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) or its Outstanding Revolving Credit Exposure, its Term Loans, its Term Loan Commitment to make Term Loans, its Revolving Loan Commitment to make Revolving Loans and issue or participate in Facility LCs, as applicable, hereunder (after taking into account such Lender’s 's or LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement Closing Date in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of of, or change in, or change in the interpretation or administration of any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Closing Date which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or LC Issuer or any Lending Installation or any corporation controlling any LenderLender or LC Issuer. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this AgreementClosing Date, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this AgreementClosing Date.

Changes in Capital Adequacy Regulations. If the Swingline a Lender (each ------------------------------------------- reference in this Section 3.2 to a Lender being in its capacity as a Lender or another Lender ----------- an Issuing Lender, or all of the foregoing) determines (i) the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender or any corporation controlling, the Swingline Lender or controlling such Lender is increased as a result of a "Change" (as defined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Loans, L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, then, within 15 days after receipt by the Company of written demand by such Lender pursuant to Section 3.5, the Swingline Lender or such Lender, Borrower Company shall pay ----------- or cause the Swingline Lender or appropriate Subsidiary to pay such other Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline Lender or which such other Lender determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Loans, its L/C Interests, the Letters of Credit or its Commitment obligation to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “Change” "CHANGE" means (i) any change after the date of this Agreement in the Risk "Risk-Based Capital Guidelines Guidelines" (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to the date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation or any corporation controlling any Lender. “Risk Based Capital Guidelines” "RISK-BASED CAPITAL GUIDELINES" means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender any LC Issuer determines the amount of capital required or expected to be maintained by the Swingline such Lender or such LenderLC Issuer, any Lending Installation of such Lender or such LC Issuer or any corporation controlling, the Swingline controlling such Lender or such Lender LC Issuer is increased by a material amount as a result of a Change, but excluding any adoption, change or interpretation or administration or compliance with respect to taxes and amounts relating thereto (payment with respect to which shall be governed solely and exclusively by Section 3.5), then, within 15 days of demand demand, accompanied by the Swingline written statement required by Section 3.6, by such Lender or such LenderLC Issuer, the Borrower shall pay the Swingline such Lender or such other Lender LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender LC Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment to make Revolving Loans and issue or participate in Facility LCs, as applicable, hereunder (after taking into account such Lender’s 's or such LC Issuer's policies as to capital adequacy). “In determining such additional amounts, each Lender will act reasonably and in good faith and will use allocation and attribution methods which are reasonable. "Change” " means (i) any change after the date of this Agreement Closing Date in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of of, or change in, or change in the interpretation or administration of any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Closing Date which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any LC Issuer or any Lending Installation or any corporation controlling any LenderLender or any LC Issuer. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this AgreementClosing Date, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this AgreementClosing Date.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender the LC Issuer --------------------------------------- determines the amount of capital required or expected to be maintained by the Swingline such Lender or such Lenderthe LC Issuer, any Lending Installation of such Lender or any corporation controlling, the Swingline controlling such Lender or such Lender the LC Issuer is increased as a result of a Change, then, within 15 days of written demand by the Swingline such Lender or such Lenderthe LC Issuer, the Borrower shall pay the Swingline Lender or such other Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender reasonably determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s 's or the LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation or any corporation controlling any LenderLender or the LC Issuer. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender the L/C Issuer determines that the amount of capital required or expected to be maintained by the Swingline such Lender or such Lenderthe L/C Issuer, any Lending Installation of such Lender or any corporation controlling, the Swingline controlling such Lender or such Lender the L/C Issuer is increased as a result of a ChangeChange (as defined below in this SECTION 3.2), then, within 15 days of demand by the Swingline such Lender or such Lenderthe L/C Issuer, the Borrower shall pay the Swingline such Lender or such other Lender the L/C Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender the L/C Issuer determines is attributable to this Agreement, its Revolving Loans, Swing Line Loans, Swing Line Interests, L/C Interests, the Letters of Credit, the L/C Obligations or its obligation to make Revolving Loans outstanding hereunder (or participations thereinin the case of the Swing Line Lender, its obligations to make Swing Line Loans, or in the case of the L/C Issuer, its commitment to issue Letters of Credit) or its Commitment participate in Swing Line Loans or Letters of Credit hereunder or to make Loans issue Letters of Credit (after taking into account such Lender’s 's or the L/C Issuer's or such controlling corporation's policies as to capital adequacy). “Change” "CHANGE" means (ia) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined belowbelow in this SECTION 3.2) or (iib) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, interpretation or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or the Swingline Lender, any other Lender L/C Issuer or any Lending Installation or any corporation controlling any LenderLender or the L/C Issuer. “Risk Based Capital Guidelines” "RISK-BASED CAPITAL GUIDELINES" means (ia) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (iib) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender (including any Lender in its capacity as the Swingline Lender or another Lender Issuing Lender) reasonably determines that the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender or any corporation controlling, the Swingline Lender or controlling such Lender is increased as a result of a Change, then, within 15 days of demand by the Swingline Lender or such Lender, the Borrower shall pay the Swingline Lender or such other Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender reasonably determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Loans, its L/C Interests or its Commitment to make Loans or to issue or participate in Letters of Credit hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation or any corporation controlling any Lender. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, Agreement and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” including transition rules, " and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline Lender a Lender, Swing --------------------------------------- Line Lender, or another Lender LC Issuer determines the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Swing Line Lender, or LC Issuer, or its applicable Lending Installation of such Lender Installation, or any corporation controllingcontrolling such Lender, the Swingline Lender Swing Line Lender, or such Lender LC Issuer, is increased as a result of a Change, then, within 15 days of demand by the Swingline Lender or such Lender, Swing Line Lender, or LC Issuer, the Borrower shall pay the Swingline Lender such Lender, Swing Line Lender, or such other Lender LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital whichwhich such Lender, the Swingline Lender Swing Line Lender, or such other Lender LC Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs or Swing Line Loans, as the case may be, hereunder (after taking into account such Lender’s 's, Swing Line Lender's, or LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) Guidelines, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline any Lender, any other Lender Swing Line Lender, or any LC Issuer or its applicable Lending Installation or any corporation controlling any Lender, Swing Line Lender, or LC Issuer. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk- based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. (a) If the Swingline a Lender or another Lender the Issuer determines the amount of capital required or expected to be maintained by the Swingline such Lender or such Lenderthe Issuer, any Lending Installation of such Lender or the Issuer, or any corporation controlling, the Swingline controlling such Lender or such Lender the Issuer is increased as a result of a Change, then, within 15 3 days of demand by the Swingline such Lender or such Lenderthe Issuer, the Borrower shall pay the Swingline such Lender or such other Lender the Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender the Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s 's or the Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or the Swingline Lender, any other Lender Issuer or any Lending Installation or any corporation controlling any LenderLender or the Issuer. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement. A Lender claiming compensation under this section shall notify the Borrower in writing of such claim, and shall only be entitled to compensation under this Section 3.2 for increased costs as a result of a Change occurring (i) from and after the date of such notice until the events giving rise to such claim have ceased to exist, and (ii) during the one hundred twenty (120) day period preceding the date the Borrower receives notice from Agent or such Lender setting forth the described claim for compensation resulting from such Change.

Changes in Capital Adequacy Regulations. (a) If the Swingline a Lender or another Lender the Issuer determines the amount of capital required or expected to be maintained by the Swingline such Lender or such Lenderthe Issuer, any Lending Installation of such Lender or the Issuer, or any corporation controlling, the Swingline controlling such Lender or such Lender the Issuer is increased as a result of a Change, then, within 15 3 days of demand by the Swingline such Lender or such Lenderthe Issuer, the Borrower shall pay the Swingline such Lender or such other Lender the Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender the Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s 's or the Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date Closing Date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Closing Date which affects the amount of capital required or expected to be maintained by any Lender or the Swingline Lender, any other Lender Issuer or any Lending Installation or any corporation controlling any LenderLender or the Issuer. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this AgreementClosing Date, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the Closing Date. A Lender claiming compensation under this section shall notify the Borrower in writing of such claim, and shall only be entitled to compensation under this Section 3.2 for increased costs as a result of a Change occurring (i) from and after the date of this Agreementsuch notice until the events giving rise to such claim have ceased to exist, and (ii) during the one hundred twenty (120) day period preceding the date the Borrower receives notice from Agent or such Lender setting forth the described claim for compensation resulting from such Change.

Changes in Capital Adequacy Regulations. If the Swingline Lender or another Lender determines the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender Lender, the LC Issuer or any corporation controlling, the Swingline controlling such Lender or such Lender LC Issuer is increased as a result of a Change, then, within 15 days of written demand by the Swingline Agent on behalf of such Lender or such LenderLC Issuer, Borrower the Company shall pay the Swingline such Lender or such other Lender the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender the LC Issuer reasonably determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment obligation to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s or the LC Issuer’s policies as to capital adequacy). “Change” means (ia) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (iib) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or the Swingline Lender, any other Lender LC Issuer or any Lending Installation or any corporation controlling any LenderLender or the LC Issuer; provided, however, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, guidelines, rules, regulations or directives in connection therewith are deemed to have gone into effect and adopted after the date of this Agreement. “Risk Risk-Based Capital Guidelines” means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender (including any Lender in its capacity as the Swingline Lender or another Lender Issuing Lender) reasonably determines that the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender or any corporation controlling, the Swingline Lender or controlling such Lender is increased as a result of a Change, then, within 15 days of demand by the Swingline Lender or such Lender, the Borrower shall pay the Swingline Lender or such other Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender reasonably determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Loans, its L/C Interests or its Commitment to make Loans or to issue or participate in Letters of Credit hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation or any corporation controlling any Lender. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, Agreement and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” ", including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender the LC Issuer determines the amount of capital required or expected to be maintained by the Swingline such Lender or such Lenderthe LC Issuer, any Lending Installation of such Lender or the LC Issuer or any corporation controlling, the Swingline controlling such Lender or such Lender the LC Issuer is increased as a result of a Change, then, within 15 days of demand by the Swingline Lender or such Lender, the Borrower shall pay the Swingline such Lender or such other Lender the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender the LC Issuer reasonably determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) or its Loans, its Outstanding Revolving Credit Exposure, its Pro Rata Share of the Term Loan outstanding, its Revolving Credit Commitment to make Loans or to issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s 's or the LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) Guidelines, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or the Swingline Lender, any other Lender LC Issuer or any Lending Installation or any corporation controlling any LenderLender or the LC Issuer. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If a Bank or the Swingline Lender or another Lender LC Issuer determines the amount of capital required or expected to be maintained by such Bank or the Swingline Lender or such LenderLC Issuer, any Lending Installation of such Lender Bank or the LC Issuer, or any corporation controlling, Person controlling such Bank or the Swingline Lender or such Lender LC Issuer is increased as a result of a Change, then, within 15 days seven Business Days of demand by such Bank or the Swingline Lender or such LenderLC Issuer, Borrower shall pay such Bank or the Swingline Lender or such other Lender LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, which such Bank or the Swingline Lender or such other Lender LC Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment Commitments to make Loans and issue or participate in Letters of Credit, as the case may be, hereunder (after taking into account such Lender’s Bank's or the LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, interpretation or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Bank or the Swingline Lender, any other Lender LC Issuer or any Lending Installation or any corporation Person controlling any LenderBank or the LC Issuer. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including including, without limitation, transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “entitled "International Convergence of Capital Measurements and Capital Standards,” including " including, without limitation, transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender the LC Issuer determines the amount of capital required or expected to be maintained by the Swingline such Lender or such Lenderthe LC Issuer, any Lending Installation of such Lender or the LC Issuer, or any corporation controlling, the Swingline controlling such Lender or such Lender LC Issuer is increased as a result of a Change, then, within 15 days of demand by the Swingline such Lender or such LenderLC Issuer, the Borrower shall pay the Swingline such Lender or such other Lender the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender the LC Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s 's or LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or the Swingline Lender, any other Lender LC Issuer or any Lending Installation or any corporation controlling any LenderLender or the LC Issuer. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender LC Issuer determines the amount of capital required or expected to be maintained by the Swingline such Lender or such LenderLC Issuer, any Lending Installation of such Lender or LC Issuer or any corporation controlling, the Swingline controlling such Lender or such Lender LC Issuer is increased as a result of a Change, then, within 15 days of demand demand, accompanied by the Swingline written statement required by Section 3.6, by such Lender or such LenderLC Issuer, the Borrower shall pay the Swingline such Lender or such other Lender LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender LC Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) or its Outstanding Revolving Credit Exposure, its Term B Loans, its Term B Loan Commitment to make Term B Loans, its Revolving Loan Commitment or LC Commitment to make Revolving Loans and issue or participate in Facility LCs, as applicable, hereunder (after taking into account such Lender’s 's or LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement Closing Date in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of of, or change in, or change in the interpretation or administration of any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Closing Date which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or LC Issuer or any Lending Installation or any corporation controlling any LenderLender or LC Issuer. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this AgreementClosing Date, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this AgreementClosing Date.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender LC Issuer determines in good faith the amount of capital required or expected to be maintained by the Swingline such Lender or such LenderLC Issuer, any Lending Installation of such Lender or LC Issuer or any corporation controlling, the Swingline controlling such Lender or such Lender LC Issuer is increased as a result of a Change, then, within 15 days of demand demand, accompanied by the Swingline written statement required by Section 3.6, by such Lender or such LenderLC Issuer, the Borrower shall pay the Swingline such Lender or such other Lender LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender LC Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) or its Outstanding Revolving Credit Exposure, its Revolving Loan Commitment to make Revolving Loans and issue or participate in Facility LCs, as applicable, hereunder (after taking into account such Lender’s 's or LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement Closing Date in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of of, or change in, or change in the interpretation or administration of any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Closing Date which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or LC Issuer or any Lending Installation or any corporation controlling any LenderLender or LC Issuer. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this AgreementClosing Date, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this AgreementClosing Date.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender the LC Issuer determines the amount of capital required or expected to be maintained by the Swingline such Lender or such Lenderthe LC Issuer, any Lending Installation of such Lender or the LC Issuer, or any corporation controlling, the Swingline controlling such Lender or such Lender the LC Issuer is increased as a result of a ChangeChange (as defined below), then, within 15 days of demand by the Swingline such Lender or such Lenderthe LC Issuer, the Borrower shall pay the Swingline such Lender or such other Lender the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender the LC Issuer determines is attributable to this Agreement, its Outstanding Revolving Credit Exposure, its Term Loans outstanding hereunder (or participations therein) Revolving Loan Commitment or Term Loan Commitment or its Commitment commitment to make Loans issue Facility LCs as the case may be, hereunder (after taking into account such Lender’s or the LC Issuer’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or the Swingline Lender, any other Lender LC Issuer or any Lending Installation or any corporation controlling any LenderLender or the LC Issuer. “Risk Risk-Based Capital Guidelines” means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender the LC Issuer reasonably determines the amount of capital required or expected to be maintained by the Swingline such Lender or such Lenderthe LC Issuer, any Lending Installation of such Lender or the LC Issuer, or any corporation controlling, the Swingline controlling such Lender or such Lender the LC Issuer is increased as a result of a Change, then, within 15 days of demand by the Swingline such Lender or such Lenderthe LC Issuer, the Borrower shall pay the Swingline such Lender or such other Lender the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender the LC Issuer reasonably determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s or the LC Issuer’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement in the Risk Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) by a Governmental Authority after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or the Swingline Lender, any other Lender LC Issuer or any Lending Installation or any corporation controlling any Lender, the LC Issuer or any Lending Installation. “Risk Based Capital Guidelines” means (i) the risk based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender LC Issuer determines that the amount of capital required or expected to be maintained by the Swingline such Lender or such LenderLC Issuer, any the Lending Installation of such Lender or LC Issuer or any corporation controlling, the Swingline controlling such Lender or such Lender LC Issuer is increased as a result of a Change, then, within 15 days of demand by the Swingline such Lender or such LenderLC Issuer, the Borrower shall pay the Swingline such Lender or such other Lender LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender LC Issuer reasonably determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s or LC Issuer’s policies as to capital adequacy). The Administrative Agent agrees to notify the Borrower of any Change within 60 days after the Administrative Agent becomes aware of such Change. “Change” means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, interpretation or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline any Lender, any other Lender LC Issuer or any Lending Installation or any corporation controlling any LenderLender or LC Issuer. “Risk Risk-Based Capital Guidelines” means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including Standards,”including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender an LC Issuer determines the amount of capital required or expected to be maintained by the Swingline such Lender or such LenderLC Issuer, any Lending Installation of such Lender or any corporation controlling, the Swingline controlling such Lender or such Lender LC Issuer is increased as a result of a Change, then, within 15 days of demand by the Swingline such Lender or such LenderLC Issuer, the Borrower shall pay the Swingline Lender or such other Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline Lender or which such other Lender determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s 's or such LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement in the Risk Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation or any corporation controlling any LenderLender or any LC Issuer. “"Risk Based Capital Guidelines” " means (i) the risk based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline Lender or another a Lender determines (i) the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender or any corporation controlling, the Swingline Lender or controlling such Lender is increased as a result of a "Change" (as defined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Loans, L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, then, within 15 days after receipt by the Borrower of written demand by such Lender pursuant to SECTION 4.5, the Swingline Lender or such Lender, Borrower shall pay the Swingline Lender or such other Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline Lender or which such other Lender determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Loans, its L/C Interests, the Letters of Credit or its Commitment obligation to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “Change” "CHANGE" means (i) any change after the date of this Agreement in the Risk "Risk-Based Capital Guidelines Guidelines" (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to the date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation or any corporation controlling any Lender. “Risk Based Capital Guidelines” means (i) the risk based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.to

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender reasonably determines the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender or any corporation controlling, the Swingline Lender or controlling such Lender is increased as a result of a ChangeChange (as hereinafter defined), then, within 15 fifteen days of written demand by such Lender pursuant to SECTION 4.5, the Swingline Lender or such Lender, Borrower shall pay the Swingline Lender or such other Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of on such increased capital which, the Swingline Lender or which such other Lender determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Loans, its interest in the Facility Letters of Credit, or its Commitment obligation to make Loans hereunder or participate in or issue Facility Letters of Credit (after taking into account such Lender’s 's policies as to capital adequacy). “Change” "CHANGE" means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not of any Governmental Authority having the force of law) jurisdiction after the date of this Agreement which affects the amount of capital required or reasonably expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation or any corporation controlling any Lender. “Risk Based Capital Guidelines” "RISK-BASED CAPITAL GUIDELINES" means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards"INTERNATIONAL CONVERGENCE OF CAPITAL MEASUREMENTS AND CAPITAL STANDARDS,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline Lender or another Lender Bank determines the amount of capital required or expected to be maintained by the Swingline Lender or such LenderBank, any Lending Installation of such Lender or any corporation controllingcontrolling the Bank, the Swingline Lender or such Lender is increased as a result of a Change, then, within 15 days of after demand by the Swingline Lender or such LenderBank, the Borrower shall pay the Swingline Lender or such other Lender Bank the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, that the Swingline Lender or such other Lender Bank determines is attributable to this Agreement, Loans outstanding hereunder (the Loans, or participations therein) or its the Revolving Commitment to make Loans (after taking into account such Lenderthe Bank’s policies as to capital adequacy), provided that the Borrower shall not be required to compensate the Bank pursuant to this Section 2.12 for any increased cost or reduction in amount received suffered more than 180 days prior to the date that the Bank notifies the Borrower of the Change giving rise to such shortfall and of the Bank’s intention to claim compensation therefor; provided further, that if the Change is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. “Change” means (ia) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (iib) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof after the date of this Agreement which that affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation Bank or any corporation controlling any Lenderthe Bank. “Risk Based Capital Guidelines” means (i) A certificate as to such amount delivered to the risk based capital guidelines in effect in Borrower by the United States on Bank shall be conclusive absent manifest error. Notwithstanding the date foregoing, for purposes of this Agreement, including transition all requests, rules, guidelines or directives in connection with the Xxxx-Xxxxx Xxxx Street Reform and (ii) Consumer Protection Act shall be deemed to be a Change regardless of the corresponding capital regulations date enacted, adopted or issued and all requests, rules, guidelines or directives promulgated by regulatory authorities outside the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States implementing the July 1988 report financial regulatory authorities shall be deemed to be a Change regardless of the Basle Committee on Banking Regulation and Supervisory Practices Entitled date adopted, issued, promulgated or implemented. “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.Risk-Based

Changes in Capital Adequacy Regulations. If the Swingline Lender or another a Lender determines (i) the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender or any corporation controlling, the Swingline Lender or controlling such Lender is increased as a result of a "Change" (as defined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Commitment, L/C Interests, the Letters of Credit then, within 15 fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5, the Swingline Lender or such Lender, Borrower applicable Borrowers shall pay the Swingline Lender or such other Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline Lender or which such other Lender determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) or its Commitment to make Loans Commitment, its L/C Interests, the Letters of Credit (after taking into account such Lender’s 's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement in the Risk "Risk-Based Capital Guidelines Guidelines" (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to the Closing Date, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation or any corporation controlling any Lender. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender the LC Issuer determines the amount of capital required or expected to be maintained by the Swingline such Lender or such Lenderthe LC Issuer, any Lending Installation of such Lender or the LC Issuer, or any corporation controlling, the Swingline controlling such Lender or such Lender the LC Issuer is increased as a result of a Change, then, within 15 fifteen (15) days of demand by the Swingline such Lender or such Lenderthe LC Issuer, the Borrower shall pay the Swingline such Lender or such other Lender the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender the LC Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s or the LC Issuer’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change Change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Law which affects the amount of capital required or expected to be maintained by any Lender or the Swingline Lender, any other Lender LC Issuer or any Lending Installation or any corporation controlling any LenderLender or the LC Issuer. “Risk Risk-Based Capital Guidelines” means (i) the risk risk-based capital guidelines in effect in the United States U.S. on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States U.S. implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline Lender a Lender, Swing Line Lender, or another Lender LC Issuer determines the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Swing Line Lender, or LC Issuer, or its applicable Lending Installation of such Lender Installation, or any corporation controllingcontrolling such Lender, the Swingline Lender Swing Line Lender, or such Lender LC Issuer, is increased as a result of a Change, then, within 15 days of demand by the Swingline Lender or such Lender, Swing Line Lender, or LC Issuer, the Borrower shall pay the Swingline Lender such Lender, Swing Line Lender, or such other Lender LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital whichwhich such Lender, the Swingline Lender Swing Line Lender, or such other Lender LC Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs or Swing Line Loans, as the case may be, hereunder (after taking into account such Lender’s, Swing Line Lender’s, or LC Issuer’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) Guidelines, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline any Lender, any other Lender Swing Line Lender, or any LC Issuer or its applicable Lending Installation or any corporation controlling any Lender. “Risk Based Capital Guidelines” means (i) the risk based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital StandardsSwing Line Lender,” including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender the LC Issuer --------------------------------------- determines the amount of capital required or expected to be maintained by the Swingline such Lender or such Lenderthe LC Issuer, any Lending Installation of such Lender or the LC Issuer, or any corporation controlling, the Swingline controlling such Lender or such Lender the LC Issuer is increased as a result of a Change, then, within 15 days of written demand by the Swingline such Lender or the LC Issuer, showing in reasonable detail the computations supporting such Lender's or the LC Issuer's, as the case may be, claims of increased capital requirements as applied to the credit accommodations provided under this Agreement, the Borrower shall pay the Swingline such Lender or such other Lender the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender the LC Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Revolving Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s 's or the LC Issuer's policies as to capital adequacy), provided that the Borrower shall not be obligated to pay any such amount or amounts which are attributable to any period of time occurring more than one year prior to the date of receipt by the Borrower of such written demand except to the extent such increased cost or reduction in amount received is the result of any of the matters referred to above having retroactive effect. “"Change” " means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or the Swingline Lender, any other Lender LC Issuer or any Lending Installation or any corporation controlling any LenderLender or the LC Issuer. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender (including any Lender in its capacity as the Swingline Lender or another Lender Issuing Lender) reasonably determines that the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender or any corporation controlling, the Swingline Lender or controlling such Lender is increased as a result of a Change, then, within 15 fifteen (15) days of demand by the Swingline Lender or such Lender, the Borrower shall pay the Swingline Lender or such other Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender reasonably determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Loans, its L/C Interests or its Commitment to make Loans or to issue or participate in Letters of Credit hereunder (after taking into account such Lender’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation or any corporation controlling any Lender. “Risk Risk-Based Capital Guidelines” means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, Agreement and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” ”, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline Lender or another Lender the LC Issuer determines the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, the LC Issuer, any Lending Installation of such the Lender or the LC Issuer, or any corporation controlling, controlling the Swingline Lender or such Lender the LC Issuer, is increased as a result of a Change, then, within 15 fifteen (15) days of demand by the Swingline Lender or such Lenderthe LC Issuer, Borrower the Borrowers shall pay the Swingline Lender or such other Lender the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, which the Swingline Lender or such other Lender the LC Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment to make Loans and issue Facility LCs, as the case may be, hereunder (after taking into account such the Lender’s or the LC Issuer’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of of, change in, or change in the interpretation or administration of any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or the LC Issuer or any Lending Installation or any corporation controlling any Lenderthe Lender or the LC Issuer. “Risk Risk-Based Capital Guidelines” means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender the LC Issuer determines the amount of capital required or expected to be maintained by the Swingline such Lender or such Lenderthe LC Issuer, any Lending Installation of such Lender or any corporation controlling, the Swingline controlling such Lender or such Lender the LC Issuer is increased as a result of a Change, then, within 15 days of demand by the Swingline such Lender or such Lenderthe LC Issuer, the Borrower shall pay the Swingline Lender or such other Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender reasonably determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s or the LC Issuer’s policies as to capital adequacy). The Administrative Agent agrees to notify the Borrower of any Change within 60 days after the Administrative Agent becomes aware of such Change. “Change” means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation or any corporation controlling any LenderLender or the LC Issuer. “Risk Risk-Based Capital Guidelines” means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender (each reference in this Section 3.2 to a Lender being in its capacity as a Lender, Alternate Currency Lender or another Lender an Issuing Lender, or all of the foregoing) determines (i) the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender or any corporation controlling, the Swingline Lender or controlling such Lender is increased as a result of a "Change" (as defined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Loans, L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, then, within 15 days after receipt by Brightpoint of written demand by the Swingline such Lender or such Lenderpursuant to Section 3.5, Borrower Brightpoint shall pay or cause the Swingline Lender or appropriate Subsidiary to pay such other Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline Lender or which such other Lender determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Loans, its L/C Interests, the Letters of Credit or its Commitment obligation to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “Change” "CHANGE" means (i) any change after the date of this Agreement in the Risk "Risk-Based Capital Guidelines Guidelines" (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to the date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation or any corporation controlling any Lender. “Risk Based Capital Guidelines” "RISK-BASED CAPITAL GUIDELINES" means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline Lender or another a Lender determines the ------------------------------------------ amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender or any corporation controlling, the Swingline Lender or controlling such Lender is increased as a result of a Change, then, within 15 days of demand by the Swingline Lender or such Lender, the Borrower shall pay the Swingline Lender or such other Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline Lender or which such other Lender determines is attributable to this Agreement, its Loans outstanding hereunder (or participations therein) or its Commitment obligation to make Loans (after taking into account such Lender’s 's policies as to capital adequacy). “"Change” " means (ia) any change after the date ------ of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) Guidelines, or (iib) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation or any corporation controlling any Lender. “Risk "Risk-Based Capital Guidelines” " ----------------------------- means (ia) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, Agreement and (iib) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “entitled "International Convergence of Capital Measurements and Capital Standards,” including transition rules, " and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender the LC Issuer determines the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, or the LC Issuer, any Lending Installation of such Lender or the LC Issuer or any corporation controlling, the Swingline controlling such Lender or such Lender LC Issuer is increased as a result of a Change, then, within 15 30 days of demand by the Swingline such Lender or such Lenderthe LC Issuer, the Borrower shall pay the Swingline such Lender or such other Lender the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender the LC Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs or Swing Line Loans, as the case may be, hereunder (after taking into account such Lender’s 's or the LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or the Swingline Lender, any other Lender LC Issuer or any Lending Installation or any corporation controlling any LenderLender or the LC Issuer. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender LC Issuer determines that the amount of capital required or expected to be maintained by the Swingline such Lender or such LenderLC Issuer, any the Lending Installation of such Lender or LC Issuer or any corporation controlling, the Swingline controlling such Lender or such Lender LC Issuer is increased as a result of a Change, then, within 15 days of demand by the Swingline such Lender or such LenderLC Issuer, the Borrower shall pay the Swingline such Lender or such other Lender LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender LC Issuer reasonably determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s or LC Issuer’s policies as to capital adequacy). The Administrative Agent agrees to notify the Borrower of any Change within 60 days after the Administrative Agent becomes aware of such Change. “Change” means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, interpretation or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline any Lender, any other Lender LC Issuer or any Lending Installation or any corporation controlling any LenderLender or LC Issuer. “Risk Risk-Based Capital Guidelines” means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender the LC Issuer determines that the amount of capital required or expected to be maintained by the Swingline such Lender or such Lenderthe LC Issuer, any Lending Installation of such Lender or the LC Issuer, or any corporation controlling, the Swingline controlling such Lender or such Lender the LC Issuer is increased as a result of a Change, then, within 15 days of demand by the Swingline such Lender or such Lenderthe LC Issuer, the Borrower shall pay the Swingline such Lender or such other Lender the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender the LC Issuer reasonably determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s or the LC Issuer’s policies as to capital adequacy). “Change” means Change”means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or the Swingline Lender, any other Lender LC Issuer or any Lending Installation or any corporation controlling any LenderLender or the LC Issuer. “Risk Risk-Based Capital Guidelines” means Guidelines”means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including Standards,”including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline Lender or another a Lender determines the ------------------------------------------- amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender or any corporation controlling, the Swingline Lender or controlling such Lender is increased as a result of a Change, then, within 15 fifteen (15) days of demand by the Swingline Lender or such Lender, the Borrower shall pay the Swingline Lender or such other Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender reasonably determines is attributable to this Agreement, its Loans outstanding hereunder (or participations therein) or its Commitment to make Loans hereunder (after taking into account such Lender’s 's customary policies as to capital adequacy). “Change” "CHANGE" means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation or any corporation controlling any Lender. “Risk Based Capital Guidelines” "RISK-BASED CAPITAL GUIDELINES" means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.. 4.3

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender the LC Issuer determines the amount of capital required or expected to be maintained by the Swingline such Lender or such Lenderthe LC Issuer, any Lending Installation of such Lender or the LC Issuer, or any corporation controlling, the Swingline controlling such Lender or such Lender the LC Issuer is increased as a result of a Change, "CHANGE," then, within 15 days of demand by the Swingline such Lender or such Lenderthe LC Issuer, the Borrower shall pay the Swingline such Lender or such other Lender the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender the LC Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s 's or the LC Issuer's policies as to capital adequacy). “Change” "CHANGE" means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or the Swingline Lender, any other Lender LC Issuer or any Lending Installation or any corporation controlling any LenderLender or the LC Issuer. “Risk Based Capital Guidelines” "RISK-BASED CAPITAL GUIDELINES" means (i) the risk risk-based capital guidelines in effect in the United States U.S. on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States U.S. implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline Lender or another a Lender determines (i) the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender or any corporation controlling, the Swingline Lender or controlling such Lender is increased as a result of a "Change" (as defined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Loans or its obligation to make Loans hereunder, then, within 15 days after receipt by the Borrower of written demand by such Lender pursuant to Section 3.6, the Swingline Lender or such Lender, Borrower shall pay the Swingline Lender or such other Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline Lender or which such other Lender determines is attributable to this Agreement, its Loans outstanding hereunder (or participations therein) or its Commitment obligation to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “Change” "CHANGE" means (i) any change after the date of this Agreement in the Risk "Risk-Based Capital Guidelines Guidelines" (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to the date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation or any corporation controlling any Lender. “Risk Based Capital Guidelines” "RISK-BASED CAPITAL GUIDELINES" means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender the Issuer determines the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, the Issuer, any Lending Installation of such Lender or any corporation controlling, the Swingline controlling such Lender or such Lender the Issuer is increased as a result of a Change, then, within 15 days of demand by the Swingline such Lender or such Lenderthe Issuer, the Borrower shall pay the Swingline such Lender or such other Lender the Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender the Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Letters of Credit, as the case may be, hereunder (after taking into account such Lender’s 's or the Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline any Lender, any other Lender or any Lending Installation or the Issuer or any corporation controlling any LenderLender or the Issuer. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline Lender or another a Lender determines the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender or any corporation controlling, the Swingline Lender or controlling such Lender is increased as a result of a Change, then, within 15 30 days of demand by the Swingline Lender or such Lender, the Borrower shall pay the Swingline Lender or such other Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline Lender or which such other Lender determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) or its Commitment Loans, its obligation to make Loans hereunder, or its issuance of or participation in Facility Letters of Credit (after taking into account such Lender’s 's policies as to capital adequacy), PROVIDED that no Lender shall be entitled to demand compensation or be compensated under this Section 3.2 to the extent that such compensation relates to any period of time more than 60 days prior to the date upon which such Lender first notified the Borrower of the Change entitling such Lender to such compensation (unless, and to the extent, that any such compensation so demanded shall relate to the application of any event so notified to the Borrower that by its terms is retroactive). “"Change” " means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-quasi- governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation or any corporation controlling any Lender. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline Lender or another a Lender determines (i) the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender or any corporation controlling, the Swingline Lender or controlling such Lender is increased as a result of a “Change” (as defined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Loans or its obligation to make Loans hereunder, then, within 15 days after receipt by the relevant Borrower of written demand by the Swingline such Lender or pursuant to Section 3.6, such Lender, Borrower shall pay the Swingline Lender or such other Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline Lender or which such other Lender determines is attributable to this Agreement, its Loans outstanding hereunder (or participations therein) or its Commitment obligation to make Loans hereunder (after taking into account such Lender’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement in the Risk “Risk-Based Capital Guidelines Guidelines” (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements, in each case passed prior to the date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation or any corporation controlling any Lender. “Risk Risk-Based Capital Guidelines” means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States or Canada (if applicable) implementing the July 1988 report of the Basle Basel Committee on Banking Regulation and Supervisory Practices Supervision Entitled “International Convergence of Capital Measurements Measurement and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the date of this AgreementAgreement and including, for the avoidance of doubt, the recommendations set out in the report entitled ‘Basel II: International Convergence of Capital Measurement and Capital Standards: A Revised Framework’, which was published by the Basel Committee on Banking Supervision on June 26, 2004 and the European Commission proposal (COM (2004) 486) of July 14, 2004.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender the Issuer determines the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender Lender, the Issuer or any corporation controlling, the Swingline controlling such Lender or such Lender the Issuer is increased as a result of a Change, then, within 15 days of demand by the Swingline such Lender or such Lenderthe Issuer, the Borrower shall pay the Swingline such Lender or such other Lender the Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender the Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment to make Loans or to issue or participate in Letters of Credit hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement in (or in the Risk interpretation of) the Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in (or any change in the interpretation of) any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline any Lender, any other Lender or any Lending Installation Installation, the Issuer or any corporation controlling any LenderLender or the Issuer. “Risk "Risk-Based Capital Guidelines” " means (ix) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (iiy) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender reasonably determines the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender or any corporation controlling, the Swingline Lender or other entity controlling such Lender is increased as a result of a ChangeChange (as hereinafter defined), then, within 15 ten (10) days of after written demand by the Swingline Lender or such Lender, the Borrower shall pay the Swingline Lender or such other Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of on such increased capital which, the Swingline Lender or which such other Lender determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Commitment, or its Commitment obligation to make Loans the Loan hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not of any Official Body having the force of law) jurisdiction after the date of this Agreement which affects the amount of capital required or reasonably expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation or any corporation controlling any Lender. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline Lender or another a Lender determines that the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender or any corporation controlling, the Swingline Lender or controlling such Lender is increased as a result of a ChangeChange (as defined below in this SECTION 3.2), then, within 15 days of demand by the Swingline Lender or such Lender, the Borrower shall pay the Swingline Lender or such other Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline Lender or which such other Lender determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Loans, its L/C Interests, the Letters of Credit or its Commitment obligation to make Loans or participate in Letters of Credit hereunder (after taking into account such Lender’s 's or such controlling corporation's policies as to capital adequacy). “Change” "CHANGE" means (ia) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined belowbelow in this SECTION 3.2) or (iib) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation or any corporation controlling any Lender. “Risk Based Capital Guidelines” "RISK-BASED CAPITAL GUIDELINES" means (ia) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (iib) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline Lender or another a Lender determines the amount of capital required or expected to be maintained by the Swingline such Lender or such Lender, any Lending Installation of such Lender Lender, or any corporation controlling, the Swingline Lender or controlling such Lender is increased as a result of a Change, then, within 15 days of demand by the Swingline Lender or such Lender, the Borrower shall pay the Swingline Lender or such other Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline Lender or which such other Lender determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment to make Loans Loans, as the case may be, hereunder (after taking into account such Lender’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation or any corporation controlling any Lender. “Risk Risk-Based Capital Guidelines” means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement. No Lender shall demand compensation for any shortfall in the rate of return referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender the Issuer determines the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, the Issuer, any Lending Installation of such Lender or any corporation controlling, the Swingline controlling such Lender or such Lender the Issuer is increased as a result of a Change, then, within 15 days after delivery of demand a written statement pursuant to Section 3.6 to the Borrower by the Swingline such Lender or such Lenderthe Issuer, the Borrower shall pay the Swingline such Lender or such other Lender the Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender the Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Letters of Credit, as the case may be, hereunder (after taking into account such Lender’s 's or the Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline any Lender, any other Lender or any Lending Installation or the Issuer or any corporation controlling any LenderLender or the Issuer. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender determines determines, in accordance with its customary lending practices with respect to loan arrangements of a similar types as that contemplated by this Agreement (as such practices are modified from time to time by such Lender, in its sole discretion), the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender or any corporation controlling, the Swingline Lender or controlling such Lender is increased as a result of a Change, then, within 15 days of demand by the Swingline Lender or such Lender, the Borrower shall pay the Swingline Lender or such other Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline Lender or which such other Lender determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Loans, L/C Interests or its Revolving Loan Commitment to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “Change” "CHANGE" means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation or any corporation controlling any Lender. “Risk Based Capital Guidelines” "RISK-BASED CAPITAL GUIDELINES" means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender the LC Issuer --------------------------------------- determines the amount of capital required or expected to be maintained by the Swingline such Lender or such Lenderthe LC Issuer, any Lending Installation of such Lender or the LC Issuer, or any corporation controlling, the Swingline controlling such Lender or such Lender the LC Issuer is increased as a result of a Change, then, within 15 days of demand by the Swingline such Lender or such Lenderthe LC Issuer, Borrower the Borrowers shall pay the Swingline such Lender or such other Lender the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender the LC Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s 's or the LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other lawLaw, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of lawLaw) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or the Swingline Lender, any other Lender LC Issuer or any Lending Installation or any corporation controlling any LenderLender or the LC Issuer. “Risk "Risk-Based Capital Guidelines” means (i) the risk based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement." means

Changes in Capital Adequacy Regulations. If the Swingline a Lender (each reference in this Section 3.2 to a Lender being in its capacity as a Lender, Alternate Currency Lender, Swing Line Lender or another Lender an Issuing Lender, or all of the foregoing) determines (i) the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender or any corporation controlling, the Swingline Lender or controlling such Lender is increased as a result of a "Change" (as defined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Loans, L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, then, within 15 days after receipt by Brightpoint of written demand by the Swingline such Lender or such Lenderpursuant to Section 3.5, Borrower Brightpoint shall pay or cause the Swingline Lender or appropriate Subsidiary to pay such other Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline Lender or which such other Lender determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Loans, its L/C Interests, the Letters of Credit or its Commitment obligation to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement in the Risk "Risk-Based Capital Guidelines Guidelines" (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to the date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation or any corporation controlling any Lender. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital 65 75 Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender a Fronting Bank determines the amount of capital required or expected to be maintained by the Swingline such Lender or such LenderFronting Bank, any Lending Installation of such Lender or such Fronting Bank or any corporation controlling, the Swingline controlling such Lender or such Lender Fronting Bank is increased as a result of a Change, then, within 15 days of demand by the Swingline such Lender or such LenderFronting Bank, Borrower the Borrowers shall pay the Swingline such Lender or such other Lender Fronting Bank the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender Fronting Bank determines is attributable to this Agreement, its Outstanding Credits, Loans outstanding hereunder (or participations therein) or its Commitment to make Loans and issue or participate in Letters of Credit, as the case may be, hereunder (after taking into account such Lender’s or such Fronting Bank’s policies as to capital adequacy). “Change” means (ia) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (iib) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline any or any Lender, any other Lender Fronting Bank or any Lending Installation or any corporation controlling any LenderLender or any Fronting Bank. “Risk Risk-Based Capital Guidelines” means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender determines the LC Issuer determines, in good faith, the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender or the LC Issuer, or the LC Issuer, or any corporation controlling, the Swingline controlling such Lender or such Lender the LC Issuer is increased as a result of a Change, then, within 15 days of demand by the Swingline such Lender or the LC Issuer, the Borrowers will pay such Lender, Borrower shall pay the Swingline Lender or such other Lender the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender determines the LC Issuer determined is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in LCs, as the case may be, hereunder (after taking into account such Lender’s 's or the LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation the LC Issuer or any corporation controlling any LenderLender or the LC Issuer. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender (each ------------------------------------------- reference in this Section 3.2 to a Lender being in its capacity as a Lender or another Lender ----------- an Issuing Lender, or all of the foregoing) determines (i) the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender or any corporation controlling, the Swingline Lender or controlling such Lender is increased as a result of a "Change" (as defined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Loans, L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, then, within 15 days after receipt by the Company of written demand by such Lender pursuant to Section 3.5, the Swingline Lender or such Lender, Borrower Company shall pay ----------- or cause the Swingline Lender or appropriate Subsidiary to pay such other Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline Lender or which such other Lender determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Loans, its L/C Interests, the Letters of Credit or its Commitment obligation to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement in the Risk "Risk-Based Capital Guidelines Guidelines" (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to the date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation or any corporation controlling any Lender. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender the LC Issuer determines the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender or the LC Issuer or any corporation controlling, the Swingline controlling such Lender or such Lender the LC Issuer is increased as a result of a Change, then, within 15 days of demand by the Swingline such Lender or such Lenderthe LC Issuer (which demand shall be accompanied by a statement of the basis for, and calculation in reasonable detail of, the amount being demanded), the Borrower shall pay the Swingline such Lender or such other Lender the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender the LC Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s 's or LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement in the Risk Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-quasi governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or the Swingline Lender, any other Lender LC Issuer or any Lending Installation or any corporation controlling any LenderLender or the LC Issuer. “"Risk Based Capital Guidelines” " means (i) the risk based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender LC Issuer determines that the amount of capital required or expected to be maintained by the Swingline such Lender or such LenderLC Issuer, any the Lending Installation of such Lender or LC Issuer or any corporation controlling, the Swingline controlling such Lender or such Lender LC Issuer is increased as a result of a Change, then, within 15 days of demand by the Swingline such Lender or such LenderLC Issuer, the Borrower shall pay the Swingline such Lender or such other Lender LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender LC Issuer reasonably determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s or LC Issuer’s policies as to capital adequacy). The Administrative Agent agrees to notify the Borrower of any Change within 60 days after the Administrative Agent becomes aware of such Change. “Change” means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, interpretation or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline any Lender, any other Lender LC Issuer or any Lending Installation or any corporation controlling any LenderLender or LC Issuer. “Risk Risk-Based Capital Guidelines” means Guidelines”means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender the LC Issuer determines the amount of capital required or expected to be maintained by the Swingline such Lender or such Lenderthe LC Issuer, any Lending Installation of such Lender or the LC Issuer or any corporation controlling, the Swingline controlling such Lender or such Lender the LC Issuer is increased as a result of a Change, then, within 15 fifteen (15) days of demand by the Swingline such Lender or such Lenderthe LC Issuer, the Borrower shall pay the Swingline such Lender or such other Lender the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender the LC Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s 's or the LC Issuer's policies as to capital adequacy). “Change” "CHANGE" means (ia) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (iib) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or the Swingline Lender, any other Lender LC Issuer or any Lending Installation or any corporation Person controlling any LenderLender or the LC Issuer. “Risk Based Capital Guidelines” "RISK-BASED CAPITAL GUIDELINES" means (ia) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (iib) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Basel Committee on Banking Regulation and Supervisory Practices Entitled “entitled "International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender determines the LC Issuer determines, in good faith, the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender or the LC Issuer, or the LC Issuer, or any corporation controlling, the Swingline controlling such Lender or such Lender the LC Issuer is increased as a result of a Change, then, within 15 days of demand by the Swingline such Lender or the LC Issuer, the Borrowers will pay such Lender, Borrower shall pay the Swingline Lender or such other Lender the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender determines the LC Issuer determined is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in LCs, as the case may be, hereunder (after taking into account such Lender’s 's or the LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental quasigovernmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation the LC Issuer or any corporation controlling any LenderLender or the LC Issuer. “Risk "Risk-Based Capital Guidelines” " means (i) the risk based riskbased capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender the LC Issuer determines the amount of capital required or expected to be maintained by the Swingline such Lender or such Lenderthe LC Issuer, any Lending Installation of such Lender or the LC Issuer, or any corporation controlling, the Swingline controlling such Lender or such Lender the LC Issuer is increased as a result of a Change, then, within 15 fifteen days of demand by the Swingline such Lender or such Lenderthe LC Issuer, the Borrower shall pay the Swingline such Lender or such other Lender the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender the LC Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s or the LC Issuer’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or the Swingline Lender, any other Lender LC Issuer or any Lending Installation or any corporation controlling any LenderLender or the LC Issuer. “Risk Risk-Based Capital Guidelines” means (i) the risk risk-based capital guidelines in effect in the United States U.S. on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States U.S. implementing the July 1988 report June 2006 document of the Basle Basel Committee on Banking Regulation and Supervisory Practices Entitled entitled “Basel II: International Convergence of Capital Measurements and Capital Standards: A Revised Framework – Comprehensive Version,” including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If a Bank or the Swingline Lender or another Lender LC Issuer determines the amount of capital required or expected to be maintained by such Bank or the Swingline Lender or such LenderLC Issuer, any Lending Installation of such Lender Bank or the LC Issuer or any corporation controlling, controlling such Bank or the Swingline Lender or such Lender LC Issuer is increased as a result of a Change, then, within 15 days of demand by such Bank or the Swingline Lender or such LenderLC Issuer, Borrower the Borrowers shall pay such Bank or the Swingline Lender or such other Lender LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, which such Bank or the Swingline Lender or such other Lender LC Issuer reasonably determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s Bank's or the LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Bank or the Swingline Lender, any other Lender LC Issuer or any Lending Installation or any corporation controlling any LenderBank or the LC Issuer. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender LC Issuer determines the amount of capital required or expected to be maintained by the Swingline such Lender or such LenderLC Issuer, any Lending Installation of such Lender or LC Issuer, or any corporation controlling, the Swingline controlling such Lender or such Lender LC Issuer is increased as a result of a Change, then, within 15 days of demand demand, accompanied by the Swingline written statement required by Section 3.6, by such Lender or such LenderLC Issuer, the Borrower shall pay the Swingline such Lender or such other Lender LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender LC Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Revolving Loan Commitment to make Revolving Loans and issue or participate in Facility LCs, as applicable, hereunder (after taking into account such Lender’s 's or LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement Closing Date in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of of, or change in, or change in the interpretation or administration of any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Closing Date which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or LC Issuer or any Lending Installation or any corporation controlling any LenderLender or LC Issuer. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this AgreementClosing Date, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this AgreementClosing Date.

Changes in Capital Adequacy Regulations. If a Bank or the Swingline Lender or another Lender LC Issuer determines the amount of capital required or expected to be maintained by such Bank or the Swingline Lender or such LenderLC Issuer, any Lending Installation of such Lender Bank or the LC Issuer, or any corporation controlling, Person controlling such Bank or the Swingline Lender or such Lender LC Issuer is increased as a result of a Change, then, within 15 days seven Business Days of demand by such Bank or the Swingline Lender or such LenderLC Issuer, the Borrower shall pay such Bank or the Swingline Lender or such other Lender LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, which such Bank or the Swingline Lender or such other Lender LC Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment Commitments to make Loans and issue or participate in Letters of Credit, as the case may be, hereunder (after taking into account such Lender’s Bank's or the LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement in the Risk Risk- Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-quasi- governmental rule, regulation, policy, guideline, interpretation, interpretation or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Bank or the Swingline Lender, any other Lender LC Issuer or any Lending Installation or any corporation Person controlling any LenderBank or the LC Issuer. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk- based capital guidelines in effect in the United States on the date of this Agreement, including including, without limitation, transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “entitled "International Convergence of Capital Measurements and Capital Standards,” including " including, without limitation, transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline Lender or another Lender determines the amount of capital required or expected to be maintained by the Swingline Lender or such a Lender, any Lending Installation of such a Lender or the LC Issuer or any corporation controlling, the Swingline controlling a Lender or such Lender the LC Issuer is increased as a result of a Change, then, within 15 days of demand by if the Swingline Lender or such Lenderthe LC Issuer, Borrower as the case may be, complies with the notice provisions of this Section, the Borrowers shall pay the Swingline such Lender or such other Lender the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline Lender or such other Lender determines which is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Commitment to make Loans and issue and participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s 's or the LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or the Swingline Lender, any other Lender LC Issuer or any Lending Installation or any corporation controlling any LenderLender or the LC Issuer. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.such

Changes in Capital Adequacy Regulations. If the Swingline a Lender, Swing Loan --------------------------------------- Lender or another Issuing Lender reasonably determines that the amount of capital required or expected to be maintained by the Swingline such Lender, Swing Loan Lender or such Issuing Lender, any Lending Installation of such Lender, Swing Loan Lender or Issuing Lender or any corporation controllingcontrolling such Lender, Swing Loan Lender or Issuing Lender attributable to this Agreement, the Swingline Lender Loans, the L/C Interests, the Letters of Credit or such Lender its obligation to make Loans or participate in Letters of Credit hereunder is increased as a result of a ChangeChange (as hereafter defined), then, within 15 days of written demand by the Swingline Lender or such Lender, Borrower Swing Loan Lender or Issuing Lender (with a copy of such demand to the Agent), the Company shall pay the Swingline such Lender, Swing Loan Lender or such other Issuing Lender the amount which such Lender, Swing Loan Lender or Issuing Lender determines is necessary to compensate it for any shortfall reduction in the rate of return on the portion of capital to an amount below that which such increased capital whichLender, the Swingline Swing Loan Lender or Issuing Lender could have achieved but for such other Lender determines Change and is attributable to this Agreement, Loans outstanding hereunder (or participations therein) the Loans, its L/C Interests, the Letters of Credit or its Commitment obligation to make Loans (after taking into account such Lender’s policies as to capital adequacy)or participate in Letters of Credit hereunder. “"Change” " means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined belowhereafter defined) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline any Lender, any other Swing Loan Lender or Issuing Lender or any Lending Installation or any corporation controlling any Lender, Swing Loan Lender or Issuing Lender. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States of America on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States of America implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender LC Issuer determines the amount of capital required or expected to be maintained by the Swingline such Lender or such LenderLC Issuer, any Lending Installation of such Lender or LC Issuer or any corporation controlling, the Swingline controlling such Lender or such Lender LC Issuer is increased as a result of a ChangeChange (as defined below), then, within 15 fifteen (15) days of demand demand, accompanied by the Swingline written statement required by Section 3.6, by such Lender or such LenderLC Issuer, the Borrower shall pay the Swingline such Lender or such other Lender LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender LC Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) or its Outstanding Revolving Credit Exposure, its Term Loans, its Term Loan Commitment to make Term Loans, its Revolving Loan Commitment to make Revolving Loans and issue or participate in Facility LCs, as applicable, hereunder (after taking into account such Lender’s 's or LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement Closing Date in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of of, or change in, or change in the interpretation or administration of any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Closing Date which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or LC Is suer or any Lending Installation or any corporation controlling any LenderXxxder or LC Issuer. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this AgreementClosing Date, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this AgreementClosing Date.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender --------------------------------------- determines the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation Booking Office of such Lender or any corporation controlling, the Swingline Lender or controlling such Lender is increased as a result of a Change, then, within 15 days of demand by the Swingline Lender or ---- such Lender, Borrower the Company shall pay the Swingline Lender or such other Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline Lender or which such other Lender determines is attributable to this the Credit Agreement, Loans outstanding hereunder (its Loans, any Letters of Credit issued or participations therein) participated in by it or its Commitment obligation hereunder to make any Loans or issue or make advances pursuant to any Letter of Credit (after taking into account such Lender’s 's policies as to capital adequacy), provided, however, that the Company shall not be required to -------- pay such costs with respect to any such Change occurring more than ninety days preceding the foregoing demand from such Lender. “"Change” " means (i) any change ------ after the date of this Agreement Closing Date in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or Governmental of quasi-governmental rule, regulation, policy, guideline, interpretation, or directive Governmental Rule (whether or not having the force of law) ), after the date of this Agreement Closing Date which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation Booking Office or any corporation controlling any Lender. “Risk "Risk-Based Capital ------------------ Guidelines” " means (ia) the risk risk- based capital guidelines in effect in the United ---------- States on the date of this AgreementClosing Date, including transition rules, and (iib) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Base Committee on Banking Regulation and Supervisory Practices Entitled “entitled "International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this the Credit Agreement.

Changes in Capital Adequacy Regulations. If the Swingline a Lender, Swing Loan Lender or another Lender LC Issuer determines the amount of capital required or expected to be maintained by the Swingline such Lender, Swing Loan Lender or such LenderLC Issuer, any Lending Installation of such Lender, Swing Loan Lender or LC Issuer or any corporation controllingcontrolling such Lender, the Swingline Swing Loan Lender or such Lender LC Issuer is increased as a result of a Change, then, within 15 days of demand by the Swingline Lender or such Lender, Swing Loan Lender or LC Issuer (a copy of which demand shall be sent to the Administrative Agent), the Borrower shall pay to the Swingline Administrative Agent for the account of such Lender, Swing Loan Lender or such other Lender LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital whichwhich such Lender, the Swingline Swing Loan Lender or such other Lender LC Issuer reasonably determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Outstanding Credit Exposure or its Revolving Loan Commitment to make Loans (after taking into account such Lender’s 's, Swing Loan Lender's or LC Issuer's policies as to capital adequacy). “Change” "CHANGE" means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, law or governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law, provided compliance therewith is customary practice if not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline any Lender, any other Swing Loan Lender or LC Issuer or any Lending Installation or any corporation controlling any Lender, Swing Loan Lender or LC Issuer. “Risk Based Capital Guidelines” "RISK-BASED CAPITAL GUIDELINES" means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement. Each Lender agrees promptly to notify Borrower and the Administrative Agent of any circumstances that would cause Borrower to pay additional amounts pursuant to this SECTION 3.2, PROVIDED that the failure to give such notice shall not affect Borrower's obligation to pay such additional amounts hereunder.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender reasonably determines the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender or any corporation controlling, the Swingline Lender or other entity controlling such Lender is increased as a result of a Changechange in Legal Requirements, including, without limitation, any Risk-Based Capital Guidelines, then, within 15 thirty (30) days of after demand by the Swingline such Lender or such Lenderpursuant to this paragraph (f) of this Schedule 2.5, Borrower shall pay the Swingline Lender or such other Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline Lender or which such other Lender determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its loans hereunder, or its Commitment obligation to make Loans the Loan hereunder (after taking into account such LenderXxxxxx’s policies as to capital adequacy). Notwithstanding the foregoing, for purposes of this Agreement, all requests, rules, guidelines or directives in connection with Xxxx-Xxxxx shall be deemed to be a Change regardless of the date enacted, adopted or issued and all requests, rules, guidelines or directives promulgated by the Lender for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the U.S. or other financial regulatory authorities shall be deemed to be a Change regardless of the date adopted, issued, promulgated or implemented. “Change” means (i) any change which takes effect after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, interpretation or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof which takes effect after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation or any corporation controlling any Lender. “Risk Based Capital Guidelines” means (i) Any such change the risk based capital guidelines application of which is phased in effect in the United States on the date of this Agreementover time shall be deemed, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior as to the date of this Agreement.application(s) which Schedule 2.5-4 US_ACTIVE\123288794\V-8

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender any LC Issuer determines the amount of capital or liquidity required or expected to be maintained by the Swingline such Lender or such LenderLC Issuer, any Lending Installation of such Lender or such LC Issuer or any corporation controlling, the Swingline Parent controlling such Lender or such Lender LC Issuer is increased as a result of a ChangeChange in Capital Adequacy Regulations, then, within 15 days of demand demand, accompanied by the Swingline written statement required by Section 3.6, by such Lender or such LenderLC Issuer, the Borrower shall pay the Swingline such Lender or such other Lender LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline or liquidity which such Lender or such other Lender LC Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) its Term Loans, its Outstanding Revolving Credit Exposure, its Commitments or its Commitment commitment to make Loans issue Facility LCs, as applicable, hereunder (after taking into account such Lender’s or such LC Issuer’s policies as to capital adequacyadequacy and liquidity). “ChangeChange in Capital Adequacy Regulations” means (ia) any change after the date of this Agreement Closing Date in the Risk Risk-Based Capital Guidelines (as defined below) or (iib) any adoption of of, or change in, or change in the interpretation, implementation or administration of any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Closing Date which affects the amount of capital or liquidity required or expected to be maintained by the Swingline Lender, any other Lender or any LC Issuer or any Lending Installation or any corporation controlling any LenderLender or any LC Issuer. “Risk Risk-Based Capital Guidelines” means (ia) the risk risk-based capital guidelines in effect in the United States on the date of this AgreementClosing Date, including transition rules, and (iib) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Basel Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the date Closing Date, (c) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof and (d) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of this AgreementLaw), in each case pursuant to Basel III.

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender LC Issuer determines the amount of capital required or expected to be maintained by the Swingline such Lender or such LenderLC Issuer, any Lending Installation of such Lender or LC Issuer or any corporation controlling, the Swingline controlling such Lender or such Lender LC Issuer is increased as a result of a Change, then, within 15 days of demand demand, accompanied by the Swingline written statement required by Section 3.6, by such Lender or such LenderLC Issuer, the Borrower shall pay the Swingline such Lender or such other Lender LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender LC Issuer determines is attributable to this Agreement, Loans outstanding hereunder (or participations therein) or its Outstanding Revolving Credit Exposure, its Revolving Loan Commitment to make Revolving Loans and issue or participate in Facility LCs, as applicable, hereunder (after taking into account such Lender’s or LC Issuer’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement Closing Date in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of of, or change in, or change in the interpretation or administration of any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Closing Date which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or LC Issuer or any Lending Installation or any corporation controlling any LenderLender or LC Issuer. “Risk Risk-Based Capital Guidelines” means (i) the risk risk-based capital guidelines in effect in the United States on the date of this AgreementClosing Date, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the date of this AgreementClosing Date.

Changes in Capital Adequacy Regulations. If the Swingline Lender or another a Lender determines the ------------------------------------------- amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender or any corporation controlling, the Swingline Lender or controlling such Lender is increased as a result of a Change, then, within 15 days of demand by the Swingline Lender or such Lender, the Borrower shall pay the Swingline Lender or such other Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which, the Swingline which such Lender or such other Lender reasonably determines is attributable to this Agreement, its Loans outstanding hereunder (or participations therein) or its Revolving Loan Commitment to make Loans hereunder (after taking into account such Lender’s 's customary policies as to capital adequacy). “Change” "CHANGE" means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation or any corporation controlling any Lender. “Risk Based Capital Guidelines” "RISK-BASED CAPITAL GUIDELINES" means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.. 4.3

Changes in Capital Adequacy Regulations. If the Swingline a Lender or another Lender reasonably and in good faith determines that the amount of capital required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender or any corporation controllingcontrolling such Lender attributable to this Agreement, the Swingline Lender Loans or such Lender the Letters of Credit or its obligation to make Loans or to issue or participate in Letters of Credit hereunder is increased as a result of a ChangeChange (as hereafter defined), then, within 15 days of demand by the Swingline Lender or such Lender, Borrower the Company shall pay the Swingline Lender or such other Lender the amount which such Lender reasonably and in good faith determines is necessary to compensate it for any shortfall reduction in the rate of return on the portion of capital to an amount below that which such increased capital which, the Swingline Lender or could have achieved but for such other Lender determines Change and is attributable to this Agreement, the Loans outstanding hereunder (or participations therein) the Letters of Credit or its Commitment obligation to make Loans (after taking into account or to issue or participate in Letters of Credit hereunder, provided, however, that the effect of any Change shall be determined based on the effect on such Lender’s policies Lender that would be applicable to such Lender if such Lender was maintaining the highest credit quality as to capital adequacy)determined by the applicable regulatory authorities at the time of such Change. “"Change” " means (i) any change after the date of this Agreement in the Risk Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) of general applicability after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Swingline Lender, any other Lender or any Lending Installation or any corporation controlling any Lender. “Risk "Risk-Based Capital Guidelines” " means (i) the risk risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “"International Convergence of Capital Measurements and Capital Standards,” " including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.