Common use of Increased Capital Clause in Contracts

Increased Capital. (a) If, after the date of this Agreement, the adoption of any applicable law, rule, or regulation regarding capital adequacy, or any change therein, or change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank, or comparable agency, has the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank would have achieved but for such adoption, change, or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time within 15 days after demand by such Bank, the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction; provided, that, no Bank shall request, and the Company shall not be obligated to pay, any amounts in excess of the amounts charged by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar to the one provided herein. Notwithstanding the foregoing, a Bank shall not be entitled to compensation from the Company for any such additional amounts incurred more than 30 days before the date on which the Bank notifies the Company of any event which would entitle the Bank to compensation pursuant to this Section 7.1. (b) Each Bank will promptly notify the Company of any event of which it has knowledge that will entitle such Bank to compensation pursuant to this Section 7.1, together with a certificate signed by an authorized officer of the Bank setting forth the basis of such demand and certifying that the amounts demanded hereunder are not in excess of the amounts charged by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar to the one provided herein. The Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank or contrary to its stated policies. The Bank's certification of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of demonstrable error. In determining such amount, such Bank may use reasonable averaging and attribution methods.

Increased Capital. (a) If, after the date of this Agreement, the adoption of If any applicable law, rule, or regulation Lender determines that any Change in Law regarding capital adequacy, or any change therein, liquidity ratios or change in the interpretation requirements has or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank, or comparable agency, has would have the effect of reducing the rate of return on such Bank's Lender’s capital as a consequence or on the capital of its obligations hereunder such Lender’s holding company (if any) to a level below that which such Bank Lender or such Lender’s holding company would have achieved but for such adoption, change, or compliance Change in Law (taking into consideration such Bank's Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacyadequacy and liquidity), and (ii) the amount of such capital or liquidity is increased by an amount deemed or based upon the making or maintenance by any Lender of its Loans or other advances made hereunder or the existence of any Lender’s obligation to make Loans, then, in any such case, upon written demand by such Bank Lender (with a copy of such demand to be material, then the Administrative Agent) from time to time within 15 days after demand by such Bank, the Company shall Borrower will pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender or such Lender’s holding company for any such reduction; provided, that, no Bank shall request, and the Company reduction suffered. The Borrower shall not be obligated required to pay, any amounts in excess of the amounts charged by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar to the one provided herein. Notwithstanding the foregoing, a Bank shall not be entitled to compensation from the Company for any pay such additional amounts incurred more than 30 unless such amounts are the result of requirements imposed generally on lenders similar to such Lender and not the result of some specific reserve or similar requirement imposed on such Lender as a result of such Lender’s special circumstances. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such statement within 10 days before after receipt thereof. Failure or delay on the date on which the Bank notifies the Company part of any event which would entitle the Bank Lender to demand compensation pursuant to this Section 7.1. (b) Each Bank will promptly notify shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Company of any event of which it has knowledge that will entitle such Bank Borrower shall not be required to compensation compensate a Lender pursuant to this Section 7.1, together with a certificate signed by an authorized officer for any reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Bank setting forth the basis Change in Law giving rise to such reductions and of such demand and certifying that Lender’s intention to claim compensation therefor; provided further that, if the amounts demanded hereunder are not Change in excess Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the amounts charged by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar to Commitments and the one provided herein. The Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank or contrary to its stated policies. The Bank's certification repayment of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence Obligations for a period of demonstrable error. In determining such amount, such Bank may use reasonable averaging and attribution methods180 days.

Increased Capital. (a) If, after If either (i) the date introduction of this Agreement, the adoption of any applicable law, rule, or regulation regarding capital adequacy, or any change therein, in or change in the interpretation or administration thereof by any governmental authority, central bank, Governmental Authority of any Requirement of Law or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by a Lender with (x) any Bank with directive or request from any request central bank or directive regarding capital adequacy other Governmental Authority (whether or not having the force of law) imposed after the Effective Date or (y) with the requirements of, whether such compliance is commenced prior to or after the Effective Date, any of any such authority, central bank(a) Basel III or (b) the ▇▇▇▇-▇▇▇▇▇ Act, or comparable agencyany existing rules, has regulations, guidance, interpretations or directives from the United States bank regulatory agencies relating to Basel III or the ▇▇▇▇-▇▇▇▇▇ Act affects the amount of capital required to be maintained by a Lender or a Lender reasonably determines that the amount of such capital is increased by or based upon the existence of a Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank would have achieved but for such adoption, change, or compliance (taking into consideration such Bank's policies with respect to capital adequacy) Lender by an amount deemed by such Bank Lender to be material, then from time to time within 15 days then, on the next Payment Date occurring at least 10 Business Days after written demand by such Bank▇▇▇▇▇▇, the Company Borrower shall pay to such Bank such Lender, additional amount or amounts as will sufficient to compensate such Bank for such reduction; provided, that, no Bank shall request, and the Company shall not be obligated to pay, any amounts Lender in excess of the amounts charged by such Bank to similarly situated borrowers light of such Bank under revolving credit facilities similar circumstances, to the one provided hereinextent that such Lender reasonably determines such increase in capital to be attributable to the existence of such Lender’s agreements hereunder. In determining the amount of such compensation, such Lender may use any reasonable averaging and attribution methods. Such Lender shall submit to Borrower a certificate describing such compensation in reasonable detail, which certificate shall be conclusive in the absence of manifest error. Notwithstanding the foregoing, a Bank Borrower shall not be entitled required to compensation from the Company for pay any such additional amounts incurred more than 30 days before compensation unless (i) such compensation is the date result of requirements imposed generally on which lenders similar to such Lender and not the Bank notifies the Company result of any event which would entitle the Bank to some specific reserve or similar requirement imposed on such Lender as a result of its individual circumstances and (ii) such Lender certifies that it is generally seeking similar compensation pursuant to this Section 7.1from similarly situated Borrower and not singling Borrower out for additional compensation. (b) Each Bank will promptly notify the Company of If a Lender makes any event of which it has knowledge that will entitle claim under Section 2.08(a), Section 2.09(a) or Section 3.03, such Bank to compensation pursuant to this Section 7.1Lender will, together with a certificate signed by an authorized officer of the Bank setting forth the basis of such demand and certifying that the amounts demanded hereunder are not in excess of the amounts charged by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar to the one provided herein. The Bank will extent reasonably feasible in accordance with such Lender’s business practices and its administration of similar lending agreements, designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such BankLender, be otherwise disadvantageous to it or inconsistent with its internal policies. (c) Failure or delay on the part of a Lender to demand compensation pursuant to Section 2.08(a), Section 2.09(a) or Section 3.03 shall not constitute a waiver of such Bank Lender’s right to demand such compensation; provided, that Borrower shall not be required to compensate a Lender pursuant to Section 2.08(a) or contrary Section 2.09(a) for any increased costs or payments which were incurred or which accrued prior to its stated policies. The Bank's certification the earlier of (i) ninety (90) days before the date such Lender notified Borrower of the additional amount change in law or amounts to be paid to it hereunder shall be conclusive other circumstance on which such claim for compensation is based and (ii) any earlier date provided such Lender notified Borrower of such change in the absence law or circumstance within ninety (90) days after such ▇▇▇▇▇▇ received written notice of demonstrable error. In determining such amount, such Bank may use reasonable averaging and attribution methodschange in law or circumstance.

Increased Capital. (a) If, after the date of this Agreement, the adoption of If any applicable law, rule, or regulation Lender determines that any Change in Law regarding capital adequacy, or any change therein, liquidity ratios or change in the interpretation requirements has or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank, or comparable agency, has would have the effect of reducing the rate of return on such Bank's Lender’s capital as a consequence or on the capital of its obligations hereunder such Lender’s holding company (if any) to a level below that which such Bank Lender or such Lender’s holding company would have achieved but for such adoption, change, or compliance Change in Law (taking into consideration such Bank's Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacyadequacy and liquidity), and (ii) the amount of such capital or liquidity is increased by an amount deemed or based upon the making or maintenance by any Lender of its Loans or other advances made hereunder or the existence of any Lender’s obligation to make Loans, then, in any such case, upon written demand by such Bank Lender (with a copy of such demand to be material, then the Administrative Agent) from time to time within 15 days after demand by such Bank, the Company shall Borrowers will pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender or such Lender’s holding company for any such reduction; provided, that, no Bank shall request, and the Company reduction suffered. The Borrowers shall not be obligated required to pay, any amounts in excess of the amounts charged by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar to the one provided herein. Notwithstanding the foregoing, a Bank shall not be entitled to compensation from the Company for any pay such additional amounts incurred more than 30 unless such amounts are the result of requirements imposed generally on lenders similar to such Lender and not the result of some specific reserve or similar requirement imposed on such Lender as a result of such Lender’s special circumstances. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such statement within 10 days before after receipt thereof. Failure or delay on the date on which the Bank notifies the Company part of any event which would entitle the Bank Lender to demand compensation pursuant to this Section 7.1. (b) Each Bank will promptly notify shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Company of any event of which it has knowledge that will entitle such Bank Borrowers shall not be required to compensation compensate a Lender pursuant to this Section 7.1, together with a certificate signed by an authorized officer for any reductions incurred more than 180 days prior to the date that such Lender notifies the Borrowers of the Bank setting forth the basis Change in Law giving rise to such reductions and of such demand and certifying that Lender’s intention to claim compensation therefor; provided further that, if the amounts demanded hereunder are not Change in excess Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the amounts charged by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar to Commitments and the one provided herein. The Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank or contrary to its stated policies. The Bank's certification repayment of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence Obligations for a period of demonstrable error. In determining such amount, such Bank may use reasonable averaging and attribution methods180 days.

Increased Capital. (a) If, after the date of this Agreement, If any Lender shall have determined that the adoption of any applicable law, rule, regulation, guideline, directive or regulation request (whether or not having force of law) regarding capital adequacyrequirements for banks or bank holding companies, or any change therein, therein or change in the interpretation or administration thereof by any governmental authority, central bank, bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank such Lender with any request of the foregoing, in each case, after the Agreement Date, imposes or directive regarding increases a requirement by such Lender to allocate capital adequacy (whether resources to such Lender's Commitment to make Loans hereunder which has or not having the force of law) of any such authority, central bank, or comparable agency, has would have the effect of reducing the rate of return on such BankLender's capital as a consequence of its obligations hereunder to a level below that which such Bank would Lender could have achieved (taking into consideration such Lender's then existing policies with respect to capital adequacy and assuming full utilization of such Lender's capital) but for such adoption, change, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an any amount deemed by such Bank Lender to be material, then : (i) such Lender shall promptly after its determination of such occurrence give notice thereof to the Borrower; and (ii) the Borrower shall pay to such Lender as an additional fee from time to time within 15 days after on demand by such Bank, amount as such Lender certifies to be the Company shall pay to such Bank such additional amount or amounts as that will compensate such Bank it for such reduction; provided, that, no Bank . A certificate of such Lender claiming compensation under this SECTION 3.15 shall request, and be conclusive in the Company absence of manifest error. Such certificate shall not be obligated to pay, any amounts in excess set forth the nature of the amounts charged by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar to the one provided herein. Notwithstanding the foregoing, a Bank shall not be entitled to compensation from the Company for any such additional amounts incurred more than 30 days before the date on which the Bank notifies the Company of any event which would entitle the Bank to compensation pursuant to this Section 7.1. (b) Each Bank will promptly notify the Company of any event of which it has knowledge that will entitle such Bank to compensation pursuant to this Section 7.1, together with a certificate signed by an authorized officer of the Bank setting forth the basis of such demand and certifying that the amounts demanded hereunder are not in excess of the amounts charged by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar to the one provided herein. The Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous occurrence giving rise to such Bank or contrary to its stated policies. The Bank's certification of compensation, the additional amount or amounts to be paid to it hereunder shall be conclusive in and the absence of demonstrable errormethod by which such amounts were determined. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods. (b) Before making any demand pursuant to SECTION 3.15(a), each Lender agrees to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office if the making of such a designation would avoid the need for such notice or demand, or reduce the amount of such increased cost or reduction in return and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. No demand by any Lender pursuant to SECTION 3.15(a) shall claim compensation for any period more than 180 days prior to the date of such demand. (c) If the obligation of any Lender to make Eurodollar Rate Loans has been suspended pursuant to SECTION 3.14 or if the Borrower becomes obligated to pay additional amounts to any Lender under SECTION 3.15(a), then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such suspension or obligation to pay additional amounts or has withdrawn its demand under SECTION 3.15(a), the Borrower shall have the right to seek, with the assistance of the Agent, a mutually satisfactory substitute lender or lenders (which may be one or more of the Lenders) to purchase the Loans of such Lender and assume the rights and obligations of such Lender under this Agreement and the other Loan Documents, pursuant to an Assignment and Acceptance and otherwise in accordance with the applicable provisions of ARTICLE 12.

Increased Capital. (a) If, after If any Lender or the date of this Agreement, the adoption of Issuing Bank determines that any applicable law, rule, or regulation Change in Law regarding capital adequacy, or any change therein, liquidity ratios or change in the interpretation requirements has or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank, or comparable agency, has would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank's ’s capital as a consequence or on the capital of its obligations hereunder such Lender’s or the Issuing Bank’s holding company (if any) to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company would have achieved but for such adoption, change, or compliance Change in Law (taking into consideration such Lender’s or the Issuing Bank's ’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacyadequacy and liquidity), and the amount of such capital or liquidity is increased by or based upon (A) the making or maintenance by an amount deemed any Lender of its Loans, any Lender’s participation in or obligation to participate in the Loans, Letters of Credit or other advances made hereunder or the existence of any Lender’s obligation to make Loans, or (B) the issuance or maintenance by any Lender of, or the existence of any Lender’s obligation to issue, Letters of Credit, then, in any such case, upon written demand by such Bank Lender (with a copy of such demand to be material, then the Administrative Agent) from time to time within 15 days after demand by such Bank, the Company shall Borrower will pay to such Bank Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction; provided, that, no Bank shall request, and the Company reduction suffered. The Borrower shall not be obligated required to pay, any amounts in excess of the amounts charged by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar to the one provided herein. Notwithstanding the foregoing, a Bank shall not be entitled to compensation from the Company for any pay such additional amounts incurred more than 30 unless such amounts are the result of requirements imposed generally on lenders similar to such Lender or the Issuing Bank and not the result of some specific reserve or similar requirement imposed on such Lender or the Issuing Bank as a result of such Lender’s or the Issuing Bank’s special circumstances. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. The Borrower or any Qualified Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such statement within 10 days before after receipt thereof. Failure or delay on the date on which the Bank notifies the Company part of any event which would entitle Lender or the Issuing Bank to demand compensation pursuant to this Section 7.1. (b) Each shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank will promptly notify the Company of any event of which it has knowledge that will entitle such Bank to compensation pursuant to this Section 7.1for any reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, together with a certificate signed by an authorized officer as the case may be, notifies the Borrower of the Bank setting forth the basis Change in Law giving rise to such reductions and of such demand and certifying that Lender’s or the amounts demanded hereunder are not Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in excess Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the amounts charged by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar to Commitments and the one provided herein. The Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank or contrary to its stated policies. The Bank's certification repayment of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence Obligations for a period of demonstrable error. In determining such amount, such Bank may use reasonable averaging and attribution methods180 days.

Increased Capital. If any Lender or Issuing Bank determines that ------------------ either (a) If, after the date introduction of this Agreement, the adoption of any applicable law, rule, or regulation regarding capital adequacy, or any change thereinin any law, order or change regulation or in the interpretation or administration thereof of any law, order or regulation by any governmental authority, central bank, or comparable agency Governmental Authority charged with the interpretation or administration thereof, thereof after the date hereof or (b) compliance by any Bank with any guideline or request issued or directive regarding capital adequacy made after the date hereof from any central bank or other Governmental Authority (whether or not having the force of law) of any such authority, central bank, has or comparable agency, has would have the effect of reducing the rate of return on the capital of such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank's capital , as a consequence of or with reference to such Lender's Commitment or its obligations hereunder to a level making or maintaining Loans or such Issuing Bank's issuance or maintenance of, or such Lender's participation in any Letter of Credit, below that the rate which such Lender or such Issuing Bank would or such other corporation could have achieved but for such adoption, change, or compliance (taking into consideration account the policies of such Bank's policies Lender or such Issuing Bank or corporation with respect regard to capital adequacy) by an amount deemed by such Bank to be materialcapital), then the Borrower shall from time to time within 15 days after time, upon demand by such BankLender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Company shall pay to such Lender or Issuing Bank such additional amount or amounts as will sufficient to compensate such Lender or Issuing Bank or other corporation for such reduction; provided, thatupon receipt by the Borrower (with a copy to the Administrative Agent) of a certificate as to such amounts, no Bank shall requestby such Lender or Issuing Bank, setting forth in reasonable detail the basis for, and the Company shall not be obligated to paycalculations used by such Lender or Issuing Bank in determining, any amounts such amounts. Such certificate, in excess the absence of manifest error shall be conclusive and binding for all purposes. Each Lender and Issuing Bank agrees promptly to notify the amounts charged by such Bank Borrower and the Administrative Agent of any circumstances that would cause the Borrower to similarly situated borrowers of such Bank under revolving credit facilities similar to the one provided herein. Notwithstanding the foregoing, a Bank shall not be entitled to compensation from the Company for any such pay additional amounts incurred more than 30 days before the date on which the Bank notifies the Company of any event which would entitle the Bank to compensation pursuant to this Section 7.1. (b) Each Bank will promptly notify 2.09, provided that the Company of any event of which it has knowledge -------------- failure to give such notice shall not affect the Borrower's obligation to pay such additional amounts hereunder, provided further that will entitle such Bank the Borrower shall not be required to compensation compensate a Lender or the Issuing Banks pursuant to this Section 7.1for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or Issuing Bank, together with a certificate signed by an authorized officer as the case may be, notifies the Borrower of the Bank setting forth the basis circumstances giving rise to such increased costs or reductions and of such demand and certifying that Lender's or Issuing Bank's intention to claim compensation therefor; provided further that, if the amounts demanded hereunder are not in excess of the amounts charged by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar to the one provided herein. The Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous circumstances giving rise to such Bank increased costs or contrary reductions is retroactive, then the 180-day period referred to its stated policies. The Bank's certification of the additional amount or amounts to be paid to it hereunder above shall be conclusive in extended to include the absence period of demonstrable error. In determining such amount, such Bank may use reasonable averaging and attribution methodsretroactive effect thereof.

Increased Capital. If any Lender or the Issuing Bank determines that either (a) If, after the date introduction of this Agreement, the adoption of any applicable law, rule, or regulation regarding capital adequacy, or any change thereinin any law, order or change regulation or in the interpretation or administration thereof of any law, order or regulation by any governmental authority, central bank, or comparable agency Governmental Authority charged with the interpretation or administration thereof, thereof after the date hereof or (b) compliance by any Bank with any guideline or request issued or directive regarding capital adequacy made after the date hereof from any central bank or other Governmental Authority (whether or not having the force of law) of any such authority, central bank, has or comparable agency, has would have the effect of reducing the rate of return on the capital of such Lender or the Issuing Bank or any corporation controlling such Lender or the Issuing Bank's capital , as a consequence of or with reference to such Lender's Commitment or its obligations hereunder to a level making or maintaining Loans or the Issuing Bank's issuance or maintenance of, or such Lender's participation in any Letter of Credit, below that the rate which the Lender or the Issuing Bank or such Bank would other corporation could have achieved but for such adoption, change, or compliance (taking into consideration account the policies of such Bank's policies Lender or the Issuing Bank or corporation with respect regard to capital adequacy) by an amount deemed by such Bank to be materialcapital), then the Borrower shall from time to time within 15 days after time, upon demand by such BankLender or the Issuing Bank (with a copy of such demand to the Agent), the Company shall pay to such Lender or the Issuing Bank such additional amount or amounts as will sufficient to compensate such Bank Lender or other corporation for such reduction; provided, thatupon receipt by the Borrower (with a copy to the Agent) of a certificate as to such amounts, no Bank shall requestby such Lender or the Issuing Bank, setting forth in reasonable detail the basis for, and the Company shall not be obligated to paycalculations used by such Lender or the Issuing Bank in determining, any amounts such amounts. Such certificate, in excess the absence of manifest error shall be conclusive and binding for all purposes. Each Lender and the amounts charged by such Issuing Bank agree promptly to similarly situated borrowers notify the Borrower and the Agent of such Bank under revolving credit facilities similar any circumstances that would cause the Borrower to the one provided herein. Notwithstanding the foregoing, a Bank shall not be entitled to compensation from the Company for any such pay additional amounts incurred more than 30 days before the date on which the Bank notifies the Company of any event which would entitle the Bank to compensation pursuant to this Section 7.1. (b) Each Bank will promptly notify the Company of any event of which it has knowledge that will entitle such Bank to compensation pursuant to this Section 7.12.10, together with a certificate signed by an authorized officer of the Bank setting forth the basis of such demand and certifying provided that the failure to give such notice shall not affect the Borrower's obligation to pay such additional amounts demanded hereunder are not in excess of the amounts charged by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar to the one provided herein. The Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank or contrary to its stated policies. The Bank's certification of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of demonstrable error. In determining such amount, such Bank may use reasonable averaging and attribution methodshereunder.

Increased Capital. If either (ai) If, after the date introduction of this Agreement, the adoption of any applicable law, rule, or regulation regarding capital adequacy, or any change therein, in or change in the interpretation of any law or administration thereof by any governmental authority, central bank, regulation or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Bank Lender or Participant with any guideline or request from any central bank or directive regarding capital adequacy other Governmental Authority (whether or not having the force of law) law and whether or not the failure to comply therewith would be unlawful), including, without limitation, any "Reserve Requirement" used in determining the Eurodollar Base Rate, affects or would affect the amount of capital required or expected to be maintained by Lender or any corporation controlling Lender or any Participant and Lender or such Participant reasonably determines that the amount of such capital is increased by or based upon the existence of the commitments to make Revolving Loans and/or other commitments of this type on the terms and conditions set forth in this Agreement (any such authorityevent, central bankan "Increased Capital Event") then, or comparable agencyupon demand by Lender, has the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder Borrower shall immediately pay to a level below that which such Bank would have achieved but for such adoptionLender, change, or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time within 15 days after demand as specified by Lender, additional amounts sufficient to compensate Lender, such Bankcorporation controlling Lender or such Participant (as applicable) in the light of such circumstances, to the Company shall pay extent that Lender or such Participant reasonably determines such increase in capital to be allocable to the occurrence of the Increased Capital Event. A certificate as to such Bank amounts delivered by Lender to Borrower, determined by Lender or such additional amount Participant (as applicable) on a reasonable basis and prepared in good faith and in reasonable detail by Lender or amounts such Participant (as will compensate such Bank applicable) shall, in the absence of manifest or demonstrable error, be conclusive and binding for such reduction; provided, that, no Bank shall request, and the Company shall not be obligated to pay, any amounts in excess of the amounts charged by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar to the one provided hereinall purposes. Notwithstanding the foregoing, a Bank Lender or such Participant shall not be entitled to only seek such compensation from Borrower if Lender or such Participant, in connection with the Company for any Increased Capital Event that has given rise to such additional amounts incurred more than 30 days before the date on increased capital requirement, similarly seeks such compensation generally from other commercial borrowers of Lender or such Participant in respect of which the Bank notifies respective financing agreements then in effect between Lender or such Participant (as applicable) and each such borrower give Lender or such Participant the Company of any event which would entitle right to demand compensation from such borrower upon the Bank to compensation pursuant to this Section 7.1. (b) Each Bank will promptly notify the Company of any event of which it has knowledge that will entitle such Bank to compensation pursuant to this Section 7.1, together with a certificate signed by an authorized officer of the Bank setting forth the basis occurrence of such demand and certifying that the amounts demanded hereunder are not in excess of the amounts charged by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar to the one provided herein. The Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank or contrary to its stated policies. The Bank's certification of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of demonstrable error. In determining such amount, such Bank may use reasonable averaging and attribution methodsIncreased Capital Event."

Increased Capital. (a) If, after the date of this Agreement, the adoption of If any applicable law, rule, or regulation regarding capital adequacy, or any change therein, or change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or Lender determines that compliance by any Bank such Lender with any guideline or request from any central bank or directive regarding capital adequacy other Public Authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender, or any corporation controlling such Lender, and such Lender reasonably determines that the amount of such capital is increased by or based upon its Commitment or its making or maintaining Loans hereunder, or its commitment to participate (as provided for in Section 2.5(f)) in any credit support or enhancement provided through the Agent in connection with the issuance of any such authority, central bankLetter of Credit or creation of any Acceptance, or comparable agencyto otherwise extend credit to the Borrowers hereunder, has the effect and other commitments of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank would have achieved but for such adoptionthis type, changethen, or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed upon demand by such Bank Lender, the Borrowers agree to be materialimmediately pay to such Lender, then from time to time within 15 days after demand as specified by such BankLender, additional amounts sufficient to compensate such Lender in the Company shall pay light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to such Bank Lender's Commitment or its commitment to participate (as provided for in Section 2.5(f)) in any credit support or enhancement provided through the Agent in connection with Letters of Credit or Acceptances. A certificate as to the amount of such additional amount or amounts as will compensate such Bank for such reduction; providedincreased cost, that, no Bank shall request, submitted to the Borrowers and the Company shall not Agent by the applicable Lender shall, absent manifest error, be obligated to pay, any amounts in excess conclusive and binding on the Borrowers for all purposes. (b) In the event that the sum of the amounts charged paid by the Borrowers to any Lender pursuant to Section 4.8(a) shall exceed $1,000,000, such Bank Lender shall, at the request of the Borrowers, assign its Commitment, the Loans owing to similarly situated borrowers it and its rights and obligations with respect to Letters of such Bank under revolving credit facilities similar Credit and Acceptances, in accordance with the terms of Section 12.3, to a commercial bank or other financial institution identified by the Borrowers and acceptable to the Agent. No Lender shall be required to make any assignment pursuant to the immediately preceding sentence unless (1) such assignment shall become effective within one provided herein. Notwithstanding the foregoing, a Bank shall not be entitled to compensation from the Company for any such additional amounts incurred more than 30 hundred twenty (120) days before following the date on which the Bank notifies the Company of any event which would entitle the Bank to compensation pursuant to this Section 7.1. (b) Each Bank will promptly notify the Company of any event of which it has knowledge that will entitle such Bank to compensation pursuant to this Section 7.1, together with a certificate signed by an authorized officer of the Bank setting forth the basis of such demand and certifying that the amounts demanded hereunder are not in excess sum of the amounts charged paid by the Borrowers to such Bank Lender pursuant to similarly situated borrowers Section 4.8(a) shall have exceeded $1,000,000, and (2) the Borrowers shall have given the Agent and the Lenders written notification of such Bank under revolving credit facilities similar to the one provided herein. The Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank or contrary to its stated policies. The Bank's certification of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of demonstrable error. In determining such amount, such Bank may use reasonable averaging and attribution methodsproposed assignment at least ninety (90) days prior thereto.

Increased Capital. (a) IfIf any Lender reasonably determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, after the date of this Agreementif any, the adoption of any applicable law, rule, or regulation regarding capital adequacy, or any change therein, or change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank, or comparable agencyliquidity requirements, has or would have the effect of reducing the rate of return on such Bank's Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of its obligations hereunder this Loan Agreement, the Commitments of such Lender or the Advances made by, such Lender, to a level below that which such Bank would Lender or such Lender’s holding company could have achieved but for such adoption, change, or compliance Change in Law (taking into consideration such Bank's Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then, within thirty (30) by an amount deemed by such Bank to be material, then from time to time within 15 days after demand by such BankLender, the Company Borrower shall pay to such Bank Lender or such additional amount or amounts Lender’s holding company, from time to time, as will compensate such Bank for such reduction; provided, that, no Bank shall request, and the Company shall not be obligated to pay, any amounts in excess of the amounts charged specified by such Bank Lender, additional amounts sufficient to similarly situated borrowers compensate Lender for any such reduction suffered. In determining the amount of such Bank under revolving credit facilities similar compensation, such Lender may use any reasonable averaging and attribution methods. Such Lender shall submit to Borrower a certificate describing such compensation in reasonable detail, which certificate shall be conclusive in the one provided hereinabsence of manifest error. Notwithstanding the foregoing, a Bank Borrower shall not be entitled required to compensation from the Company for pay any such additional amounts incurred more than 30 days before compensation unless (i) such compensation is the date result of requirements imposed generally on which lenders similar to such Lender and not the Bank notifies the Company result of any event which would entitle the Bank to some specific reserve or similar requirement imposed on such Lender as a result of its individual circumstances and (ii) such Lender certifies that it is seeking similar compensation pursuant to this Section 7.1from all similarly situated borrowers and not singling Borrower out for additional compensation. (b) Each Bank will promptly notify the Company of If a Lender makes any event of which it has knowledge that will entitle claim under Section 2.08(a), Section 2.11(a) or Section 3.03, such Bank to compensation pursuant to this Section 7.1Lender will, together with a certificate signed by an authorized officer of the Bank setting forth the basis of such demand and certifying that the amounts demanded hereunder are not in excess of the amounts charged by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar to the one provided herein. The Bank will extent reasonably feasible in accordance with such Lender’s business practices and its administration of similar lending agreements, designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such BankLender, be otherwise disadvantageous to it or inconsistent with its internal policies. (c) Failure or delay on the part of a Lender to demand compensation pursuant to 2.08(a), Section 2.11(a) or Section 3.03 shall not constitute a waiver of such Bank Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to Section 2.08(a), or contrary Section 2.11(a) or Section 3.03 for any increased costs or any payments incurred more than ninety (90) days prior to its stated policies. The Bank's certification the date that such Lender notifies Borrower of the additional amount circumstances giving rise to such increased costs or amounts to be paid to it hereunder shall be conclusive in the absence of demonstrable error. In determining such amount, such Bank may use reasonable averaging and attribution methodspayments.

Increased Capital. (a) If, If at any time any Bank determines that the introduction after the date of this AgreementClosing Date of, or any change after the adoption of Closing Date in, any applicable law, law or governmental rule, regulation, order, guideline, directive or regulation regarding request (whether or not having the force of law) concerning capital adequacy, or any change therein, or change after the Closing Date in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank, bank or comparable agency, has will have the effect of reducing increasing the amount of capital required or expected to be maintained by such Bank or any corporation controlling such Bank based on the existence of such Bank's Commitments hereunder or its obligations hereunder, or shall change the basis of taxation of any amounts payable to any Bank under this Agreement or the Revolving Notes in respect of any such Revolving Loans (other than taxes imposed on the overall net income of any Bank for any of such Loans by the jurisdiction where such Bank is located) then the Borrower shall pay to such Bank, within 15 days after its written demand therefor, such additional amounts as shall be required to compensate such Bank or such other corporation for the increased cost to such Bank or such other corporation or the reduction in the rate of return on to such Bank or such other corporation as a result of such increase of capital or change in basis. In determining such additional amounts, each Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Bank's capital as a consequence reasonable good faith determination of its obligations hereunder to a level below that which such Bank would have achieved but for such adoptioncompensation owing under this Section 2.17 shall, changeabsent manifest error, or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time within 15 days after demand by such final and conclusive and binding on all the parties hereto. Each Bank, the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction; provided, that, no Bank shall request, and the Company shall not be obligated to pay, upon determining that any amounts in excess of the amounts charged by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar to the one provided herein. Notwithstanding the foregoing, a Bank shall not be entitled to compensation from the Company for any such additional amounts incurred more than 30 days before the date on which the Bank notifies the Company of any event which would entitle the Bank to compensation will be payable pursuant to this Section 7.1. (b) Each Bank 2.17, will promptly notify give prompt written notice thereof to the Company Borrower, which notice shall show the basis for calculation of such additional amounts, although the failure to give any event such notice shall not release or diminish any of which it has knowledge that will entitle such Bank the Borrower's Obligations to compensation pay additional amounts pursuant to this Section 7.1, together with a certificate signed by an authorized officer of the Bank setting forth the basis of such demand and certifying that the amounts demanded hereunder are not in excess of the amounts charged by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar to the one provided herein. The Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank or contrary to its stated policies. The Bank's certification of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of demonstrable error. In determining such amount, such Bank may use reasonable averaging and attribution methods2.17.

Increased Capital. (a) If, If at any time any Bank or the Swingline Bank determines that the introduction after the date of this AgreementClosing Date of, or any change after the adoption of Closing Date in, any applicable law, law or governmental rule, regulation, order, guideline, directive or regulation regarding request (whether or not having the force of law) concerning capital adequacy, or any change therein, or change after the Closing Date in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank, bank or comparable agency, has will have the effect of reducing increasing the rate amount of return capital required or expected to be maintained by such Bank or Swingline Bank or any corporation controlling such Bank or Swingline Bank based on the existence of such Bank's capital as a consequence of Commitments or such Swingline Bank's Swingline Loan Commitment hereunder or its obligations hereunder hereunder, or shall change the basis of taxation of any amounts payable to a level below that which any Bank or the Swingline Bank under this Agreement or the Notes in respect of any such Loans (other than taxes imposed on the overall net income of any Bank or Swingline Bank for any of such Loans by the jurisdiction where such Bank would have achieved but for such adoption, change, or compliance (taking into consideration such Bank's policies with respect to capital adequacySwingline Bank is located) by an amount deemed by such Bank to be material, then from time to time within 15 days after demand by such Bank, the Company Borrower shall pay to such Bank or Swingline Bank, within 15 days after its written demand therefor, such additional amount or amounts as will shall be required to compensate such Bank or Swingline Bank or such other corporation for such reduction; provided, that, no Bank shall request, and the Company shall not be obligated increased cost to pay, any amounts in excess of the amounts charged by such Bank or Swingline Bank or such other corporation or the reduction in the rate of return to similarly situated borrowers such Bank or Swingline Bank or such other corporation as a result of such Bank under revolving credit facilities similar to the one provided hereinincrease of capital or change in basis. Notwithstanding the foregoing, a Bank shall not be entitled to compensation from the Company for any In determining such additional amounts, each Bank and Swingline Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, PROVIDED that such Bank's or Swingline Bank's reasonable good faith determination of compensation owing under this Section 2.18 shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Bank or Swingline Bank, upon determining that any additional amounts incurred more than 30 days before the date on which the Bank notifies the Company of any event which would entitle the Bank to compensation will be payable pursuant to this Section 7.1. (b) Each Bank 2.18, will promptly notify give prompt written notice thereof to the Company Borrower, which notice shall show the basis for calculation of such additional amounts, although the failure to give any event such notice shall not release or diminish any of which it has knowledge that will entitle such Bank the Borrower's Obligations to compensation pay additional amounts pursuant to this Section 7.1, together with a certificate signed by an authorized officer of the Bank setting forth the basis of such demand and certifying that the amounts demanded hereunder are not in excess of the amounts charged by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar to the one provided herein. The Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank or contrary to its stated policies. The Bank's certification of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of demonstrable error. In determining such amount, such Bank may use reasonable averaging and attribution methods2.18.

Increased Capital. (a) If, after If either (i) the date introduction of this Agreement, the adoption of any applicable law, rule, or regulation regarding capital adequacy, or any change therein, in or change in the interpretation or administration thereof by any governmental authority, central bank, Governmental Authority of any Requirement of Law or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by Lender with (x) any Bank with directive or request from any request central bank or directive regarding capital adequacy other Governmental Authority (whether or not having the force of law) imposed after the date hereof or (y) with the requirements of, whether such compliance is commenced prior to or after the date hereof, any of any such authority, central bank(a) Basel III or (b) the ▇▇▇▇-▇▇▇▇▇ Act, or comparable agencyany existing rules, has regulations, guidance, interpretations or directives from the United States bank regulatory agencies relating to Basel III or the ▇▇▇▇-▇▇▇▇▇ Act affects the amount of capital required to be maintained by Lender or Lender reasonably determines that the amount of such capital is increased by or based upon the existence of Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank would have achieved but for such adoption, change, or compliance (taking into consideration such Bank's policies with respect to capital adequacy) Lender by an amount deemed by such Bank Lender to be material, then from time to time then, within 15 thirty (30) days after demand by such BankLender, the Company Borrower shall pay to such Bank such Lender, from time to time, as specified by Lender, additional amount or amounts as will sufficient to compensate such Bank for such reduction; provided, that, no Bank shall request, and the Company shall not be obligated to pay, any amounts Lender in excess of the amounts charged by such Bank to similarly situated borrowers light of such Bank under revolving credit facilities similar circumstances, to the one provided hereinextent that Lender reasonably determines such increase in capital to be attributable to the existence of Lender’s agreements hereunder. In determining the amount of such compensation, Lender may use any reasonable averaging and attribution methods. Lender shall submit to Borrower a certificate describing such compensation in reasonable detail, which certificate shall be conclusive in the absence of manifest error. Notwithstanding the foregoing, a Bank Borrower shall not be entitled required to compensation from the Company for pay any such additional amounts incurred more than 30 days before compensation unless (i) such compensation is the date result of requirements imposed generally on which lenders similar to the Bank notifies Lender and not the Company result of any event which would entitle the Bank to some specific reserve or similar requirement imposed on Lender as a result of its individual circumstances and (ii) Lender certifies that it is seeking similar compensation pursuant to this Section 7.1from all similarly situated borrowers and not singling Borrower out for additional compensation. (b) Each Bank will promptly notify the Company of If Lender makes any event of which it has knowledge that will entitle such Bank to compensation pursuant to this claim under Section 7.12.08(a), together with a certificate signed by an authorized officer of the Bank setting forth the basis of such demand and certifying that the amounts demanded hereunder are not in excess of the amounts charged by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar Section 2.11(a) or Section 3.03, Lender will, to the one provided herein. The Bank will extent reasonably feasible in accordance with Lender’s business practices and its administration of similar lending agreements, designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such BankLender, be otherwise disadvantageous to it or inconsistent with its internal policies. (c) Failure or delay on the part of Lender to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of Lender’s right to demand such Bank compensation; provided that Borrower shall not be required to compensate Lender pursuant to this Section 2.11 for any increased costs or contrary payments incurred more than ninety (90) days prior to its stated policies. The Bank's certification the date that Lender notifies Borrower of the additional amount circumstances under subclauses (a)(i) or amounts (ii) above giving rise to be paid to it hereunder shall be conclusive in the absence of demonstrable error. In determining such amount, such Bank may use reasonable averaging and attribution methodsincreased costs or payments.

Increased Capital. (a) If, If after the date of this Agreement, the adoption of hereof any applicable Lender determines that either (i) any law, rule, order or regulation regarding capital adequacy, adequacy or any change therein, or change in the interpretation or administration thereof of any such law, order or regulation by any governmental authority, central bank, or comparable agency authority charged with the interpretation or administration thereof, or (ii) compliance by any Bank with any guideline or request or directive regarding capital adequacy (whether made by or not having the force of law) of issued from any such authority, central bank, governmental authority has or comparable agency, has would have the effect of reducing increasing the rate amount of return on capital required or expected to be maintained by such Bank's capital Lender or any corporation controlling such Lender as a consequence result of or based upon the existence of such Lender's Pro Rata Commitment (or, in the case of the Swing Line Lender, its obligations hereunder Swing Line Commitment) and other commitments of such type, then Company shall from time to time, within 15 Business Days after written notice and demand by such Lender (each such Lender, an "AFFECTED LENDER") (with a level below copy of such notice and demand to Administrative Agent), pay to such Lender additional amounts sufficient to compensate such Lender or other corporation for its increased costs attributable to such increase in capital in light of such circumstances commencing on and after the ninetieth day following the date of such demand to the extent that such Lender reasonably determines such increased costs to be allocable to the existence of such Lender's Pro Rata Commitment (or, in the case of the Swing Line Lender, its Swing Line Commitment). A certificate as to such amounts providing reasonable detail to Company regarding the manner in which the amount of any payment requested by it pursuant to the provisions of this subsection 2.6G has been determined, shall be submitted to Company and Administrative Agent by such Bank would Lender. No Lender shall have achieved but for the right to collect payments from Company pursuant to this subsection 2.6G unless it is the policy of such adoptionLender, changeat the time of such collection, or compliance to collect similar payments from borrowers (taking into consideration such Bank's policies if any) who are similarly situated as Company, including, without limitation, with respect to capital adequacy) by credit standing, in connection with credit facilities similar to those made available pursuant to this Agreement, where the documents governing such credit facilities establish the right of such Lender to collect such payments. In the event Company receives a notice from an amount deemed Affected Lender pursuant to this subsection 2.6G, Company may, within 90 days after the date such notice is given and so long as such notice shall not have been terminated by such Bank Affected Lender and no Event of Default shall have occurred and be continuing, elect to be materialterminate such Affected Lender as a party to this Agreement; PROVIDED, then from time to time within 15 days after demand by that concurrently with such Banktermination, the (i) Company shall pay to such Bank Affected Lender all interest and fees and other amounts (including without limitation amounts owed under this subsection 2.6G) owed to such additional amount or amounts as will compensate Affected Lender through such Bank date of termination and (ii) another financial institution that is an Eligible Assignee shall purchase for such reduction; provided, that, no Bank shall request, and cash the Company shall not be obligated to pay, any amounts in excess Loans of the amounts charged by such Bank Affected Lender and shall have agreed to similarly situated borrowers become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such Bank under revolving credit facilities similar to the one provided herein. Notwithstanding the foregoing, a Bank shall not be entitled to compensation from the Company for any such additional amounts incurred more than 30 days before the date on which the Bank notifies the Company of any event which would entitle the Bank to compensation pursuant to this Section 7.1. (b) Each Bank will promptly notify the Company of any event of which it has knowledge an Assignment and Acceptance Agreement that will entitle such Bank to compensation shall have become effective pursuant to this Section 7.1, together with a certificate signed by an authorized officer of the Bank setting forth the basis of such demand and certifying that the amounts demanded hereunder are not in excess of the amounts charged by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar to the one provided herein. The Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank or contrary to its stated policies. The Bank's certification of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of demonstrable error. In determining such amount, such Bank may use reasonable averaging and attribution methods.subsection 9.2B.

Increased Capital. (a) If, If after the date of this Agreement, hereof any Lender determines that (i) the adoption or implementation of any applicable law, rule, or regulation regarding capital adequacy, or any change therein, in or change in the interpretation or administration thereof by of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authorityauthority exercising jurisdiction, central bank, power or comparable agency charged with the interpretation control over any Lender or administration thereof, banks or compliance by any Bank with any request or directive regarding capital adequacy financial institutions generally (whether or not having the force of law), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and (ii) the amount of such capital is increased by or based upon the making or maintenance by any Lender of its Loans or the existence of any Lender’s obligation to make Loans, then, in any such authoritycase, central bank, or comparable agency, has the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank would have achieved but for such adoption, change, or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed upon written demand by such Bank Lender (with a copy of such demand to be materialthe Administrative Agent), then Borrower agrees immediately to pay to the Administrative Agent for the account of such Lender, from time to time within 15 days after demand as specified by such BankLender, the Company shall pay additional amounts sufficient to such Bank such additional amount or amounts as will compensate such Bank for Lender or such reductioncorporation therefor; provided, that, no Bank shall request, and the Company provided that Borrower shall not be obligated required to pay, compensate any amounts in excess of the amounts charged by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar to the one provided herein. Notwithstanding the foregoing, a Bank shall not be entitled to compensation from the Company for any such additional amounts incurred more than 30 days before the date on which the Bank notifies the Company of any event which would entitle the Bank to compensation Lender pursuant to this Section 7.1. (b) Each Bank will promptly notify 3.05 for any increased capital costs incurred more than 180 days prior to the Company date such Lender notifies Borrower of the event giving rise to such increased capital cost and of such Lender’s intention to claim compensation therefor; provided further, however, that such 180-day limitation shall not apply to any event cost that is applicable retroactively so long as the applicable Lender notifies Borrower of which it has knowledge that will entitle such Bank to compensation pursuant to this Section 7.1, together with cost within 180 days of a certificate signed by an authorized responsible officer of the Bank setting forth the basis of such Lender receiving actual knowledge thereof. Such demand and certifying that the amounts demanded hereunder are not in excess of the amounts charged shall be accompanied by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar a statement as to the one provided herein. The Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, of such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank or contrary to its stated policies. The Bank's certification include a summary of the additional amount or amounts to be paid to it hereunder basis for such demand with detailed calculations. Such statement shall be conclusive and binding for all purposes, in the absence of demonstrable manifest error. In determining such amount, such Bank may use reasonable averaging and attribution methods.

Increased Capital. (a) If, If after the date of this Agreement, the adoption of hereof any applicable Lender determines that either (i) any law, rule, order or regulation regarding capital adequacy, adequacy or any change therein, or change in the interpretation or administration thereof of any such law, order or regulation by any governmental authority, central bank, or comparable agency authority charged with the interpretation or administration thereof, or (ii) compliance by any Bank with any guideline or request or directive regarding capital adequacy (whether made by or not having the force of law) of issued from any such authority, central bank, governmental authority has or comparable agency, has would have the effect of reducing increasing the rate amount of return on capital required or expected to be maintained by such Bank's capital Lender or any corporation controlling such Lender as a consequence result of or based upon the existence of such Lender's Pro Rata Commitment and other commitments of such type, then Company shall from time to time, within 15 Business Days after written notice and demand by such Lender (each such Lender, an "AFFECTED LENDER") (with a copy of such notice and demand to Administrative Agent), pay to such Lender additional amounts sufficient to compensate such Lender or other corporation for its obligations hereunder increased costs attributable to a level below such increase in capital in light of such circumstances commencing on and after the ninetieth day following the date of such demand to the extent that such Lender reasonably determines such increased costs to be allocable to the existence of such Lender's Pro Rata Commitment. A certificate as to such amounts providing reasonable detail to Company regarding the manner in which the amount of any payment requested by it pursuant to the provisions of this subsection 2.6G has been determined, shall be submitted to Company and Administrative Agent by such Bank would Lender. No Lender shall have achieved but for the right to collect payments from Company pursuant to this subsection 2.6G unless it is the policy of such adoptionLender, changeat the time of such collection, or compliance to collect similar payments from borrowers (taking into consideration such Bank's policies if any) who are similarly situated as Company, including, without limitation, with respect to capital adequacy) by credit standing, in connection with credit facilities similar to those made available pursuant to this Agreement, where the documents governing such credit facilities establish the right of such Lender to collect such payments. In the event Company receives a notice from an amount deemed Affected Lender pursuant to this subsection 2.6G, Company may, within 90 days after the date such notice is given and so long as such notice shall not have been terminated by such Bank Affected Lender and no Event of Default shall have occurred and be continuing, elect to be materialterminate such Affected Lender as a party to this Agreement; PROVIDED, then from time to time within 15 days after demand by that concurrently with such Banktermination, the (i) Company shall pay to such Bank Affected Lender all interest and fees and other amounts (including without limitation amounts owed under this subsection 2.6G) owed to such additional amount or amounts as will compensate Affected Lender through such Bank date of termination and (ii) another financial institution that is an Eligible Assignee shall purchase for such reduction; provided, that, no Bank shall request, and cash the Company shall not be obligated to pay, any amounts in excess Loans of the amounts charged by such Bank Affected Lender and shall have agreed to similarly situated borrowers become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such Bank under revolving credit facilities similar to the one provided herein. Notwithstanding the foregoing, a Bank shall not be entitled to compensation from the Company for any such additional amounts incurred more than 30 days before the date on which the Bank notifies the Company of any event which would entitle the Bank to compensation pursuant to this Section 7.1. (b) Each Bank will promptly notify the Company of any event of which it has knowledge an Assignment and Acceptance Agreement that will entitle such Bank to compensation shall have become effective pursuant to this Section 7.1, together with a certificate signed by an authorized officer of the Bank setting forth the basis of such demand and certifying that the amounts demanded hereunder are not in excess of the amounts charged by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar to the one provided herein. The Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank or contrary to its stated policies. The Bank's certification of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of demonstrable error. In determining such amount, such Bank may use reasonable averaging and attribution methods.subsection 9.2B.

Increased Capital. (a) If, after If either (i) the date introduction of this Agreement, the adoption of any applicable law, rule, or regulation regarding capital adequacy, or any change therein, in or change in the interpretation or administration thereof by any governmental authority, central bank, Governmental Authority of any Requirement of Law or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by Lender with (x) any Bank with directive or request from any request central bank or directive regarding capital adequacy other Governmental Authority (whether or not having the force of law) imposed after the date hereof or (y) with the requirements of, whether such compliance is commenced prior to or after the date hereof, any of any such authority, central bank(a) Basel III or (b) the ▇▇▇▇-▇▇▇▇▇ Act, or comparable agencyany existing rules, has regulations, guidance, interpretations or directives from the United States bank regulatory agencies relating to Basel III or the ▇▇▇▇-▇▇▇▇▇ Act affects the amount of capital required to be maintained by Lender or Lender reasonably determines that the amount of such capital is increased by or based upon the existence of Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank would have achieved but for such adoption, change, or compliance (taking into consideration such Bank's policies with respect to capital adequacy) Lender by an amount deemed by such Bank Lender to be material, then from time to time then, within 15 thirty (30) days after demand by such BankLender, the Company Borrower shall pay to such Bank such Lender, from time to time, as specified by Lender, additional amount or amounts as will sufficient to compensate such Bank for such reduction; provided, that, no Bank shall request, and the Company shall not be obligated to pay, any amounts Lender in excess of the amounts charged by such Bank to similarly situated borrowers light of such Bank under revolving credit facilities similar circumstances, to the one provided hereinextent that Lender reasonably determines such increase in capital to be attributable to the existence of Lender’s agreements hereunder. In determining the amount of such compensation, Lender may use any reasonable averaging and attribution methods. Lender shall submit to Borrower a certificate describing such compensation in reasonable detail, which certificate shall be conclusive in the absence of manifest error. Notwithstanding the foregoing, a Bank Borrower shall not be entitled required to compensation from the Company for pay any such additional amounts incurred more than 30 days before compensation unless (i) such compensation is the date result of requirements imposed generally on which lenders similar to Lender and not the Bank notifies the Company result of any event which would entitle the Bank to some specific reserve or similar requirement imposed on Lender as a result of its individual circumstances and (ii) Lender certifies that it is seeking similar compensation pursuant to this Section 7.1from all similarly situated borrowers and not singling Borrower out for additional compensation. (b) Each Bank will promptly notify the Company of If Lender makes any event of which it has knowledge that will entitle such Bank to compensation pursuant to this claim under Section 7.12.08(a), together with a certificate signed by an authorized officer of the Bank setting forth the basis of such demand and certifying that the amounts demanded hereunder are not in excess of the amounts charged by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar Section 2.11(a) or Section 3.03, Lender will, to the one provided herein. The Bank will extent reasonably feasible in accordance with Lender’s business practices and its administration of similar lending agreements, designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such BankLender, be otherwise disadvantageous to it or inconsistent with its internal policies. (c) Failure or delay on the part of Lender to demand compensation pursuant to Section 2.08(a), Section 2.11(a) or Section 3.03 shall not constitute a waiver of Lender’s right to demand such Bank compensation; provided that Borrowers shall not be required to compensate Lender pursuant to Section 2.11(a) for any increased costs or contrary payments incurred more than ninety (90) days prior to its stated policies. The Bank's certification the date that Lender notifies Borrowers of the additional amount circumstances giving rise to such increased costs or amounts to be paid to it hereunder shall be conclusive in the absence of demonstrable error. In determining such amount, such Bank may use reasonable averaging and attribution methodspayments.

Increased Capital. (a) If, after the date of this Agreement, If any Lender shall have determined that the adoption of any applicable law, rule, regulation, guideline, directive or regulation request (whether or not having force of law) regarding capital adequacyrequirements for banks or bank holding companies, or any change therein, therein or change in the interpretation or administration thereof by any governmental authority, central bank, bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank such Lender with any request of the foregoing imposes or directive regarding increases a requirement by such Lender to allocate capital adequacy (whether resources to such Lender's Commitment to make Loans hereunder which has or not having the force of law) of any such authority, central bank, or comparable agency, has would have the effect of reducing the rate of return on such BankLender's capital as a consequence of its obligations hereunder to a level below that which such Bank would Lender could have achieved (taking into consideration such Lender's then existing policies with respect to capital adequacy and assuming full utilization of such Lender's capital) but for such adoption, change, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an any amount deemed by such Bank Lender to be material, then : (i) such Lender shall promptly after its determination of such occurrence give notice thereof to the Borrower; and (ii) the Borrower shall pay to such Lender as an additional fee from time to time within 15 days after on demand by such Bank, amount as such Lender certifies to be the Company shall pay to such Bank such additional amount or amounts as that will compensate such Bank it for such reduction; provided, that, no Bank . A certificate of such Lender claiming compensation under this Section 16.23 shall request, and be conclusive in the Company absence of manifest error. Such certificate shall not be obligated to pay, any amounts in excess set forth the nature of the amounts charged by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar to the one provided herein. Notwithstanding the foregoing, a Bank shall not be entitled to compensation from the Company for any such additional amounts incurred more than 30 days before the date on which the Bank notifies the Company of any event which would entitle the Bank to compensation pursuant to this Section 7.1. (b) Each Bank will promptly notify the Company of any event of which it has knowledge that will entitle such Bank to compensation pursuant to this Section 7.1, together with a certificate signed by an authorized officer of the Bank setting forth the basis of such demand and certifying that the amounts demanded hereunder are not in excess of the amounts charged by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar to the one provided herein. The Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous occurrence giving rise to such Bank or contrary to its stated policies. The Bank's certification of compensation, the additional amount or amounts to be paid to it hereunder shall be conclusive in and the absence of demonstrable errormethod by which such amounts were determined. In determining such amount, such Bank Lender may use any reasonable averaging and attribution methods.