Common use of Capital Adequacy Clause in Contracts

Capital Adequacy. If, after the date hereof, either (i) the introduction of or any change in or in the interpretation of any law or (ii) the making or issuance of any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (A) affects or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliates, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the capital or assets of Lender or any Person controlling Lender as a consequence of, as determined by Lender in its discretion, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreements, then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances. Notwithstanding anything contained herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation of any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

Capital Adequacy. If, If after the date hereofAgreement Date, either any Lender (ior any Affiliate of any Lender) shall have determined that the introduction adoption of any Applicable Law, governmental rule, regulation or order regarding the capital adequacy of banks or bank holding companies, or any change therein, or any change in or in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or any Affiliate of such Lender) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (A) affects but only if such adoption, change, request or would affect directive occurs after the amount of capital required or expected to be maintained by Lender or any of its AffiliatesAgreement Date), and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the capital or assets of Lender such Lender’s (or any Person controlling Lender Affiliate of such Lender) capital as a consequence ofof the Commitment or obligations hereunder to a level below that which it could have achieved but for such adoption, as determined by Lender in its discretion, the existence of change or compliance (taking into consideration such Lender’s commitments or obligations under this Agreement (or any Affiliate of the other Financing Agreementssuch Lender) policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that such Lender’s (or any Affiliate of such Lender) capital was fully utilized prior to such adoption, change or compliance), then, promptly upon demand by such Lender, the Borrower shall immediately promptly pay to Lender, from time to time such Lender such Additional Amount or amounts as specified by Lender, additional amounts shall be sufficient to compensate such Lender in light for any such reduction actually suffered; provided, however, that there shall be no duplication of amounts paid to any Lender pursuant to this sentence and Section 11.3. A certificate of any Lender setting forth the amount to be paid to such circumstances. Notwithstanding anything contained herein Lender by the Borrower (with a copy to the contraryAdministrative Agent) as a result of any event referred to in this paragraph shall, absent manifest error, be conclusive. For purposes of this Section 11.5, each of (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (including regulations promulgated with respect thereto) and all requests, guidelines or directives in connection therewith and (ii) all requests, rules, guidelines or directives thereunder promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or issued in connection therewith shall be deemed to be a “change in any successor or in the interpretation of any law”, regardless of the date enacted, adopted similar authority) or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States or foreign regulatory authorities, in effect each case in respect of this clause (ii), pursuant to Basel III, are, in the United States on the date case of this Agreement, including transition rules, each of clauses (i) and (2) ii), deemed to have gone into effect and been adopted after the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this AgreementAgreement Date.

Capital Adequacy. If, after the date hereofRestatement Effective Date, either any Lender shall have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (i) including, without limitation, any law, rule or regulation implementing the introduction of Basle Accord), or any change therein, or any change in or in the interpretation of any law or (ii) the making or issuance of any guideline or request from administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (A) affects including, without limitation, any guideline or would affect other requirement implementing the amount of capital required or expected to be maintained by Lender or any of its AffiliatesBasle Accord), and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the such Lender's (or its parent's) capital or assets of Lender or any Person controlling Lender as a consequence ofof its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoption, as determined implementation, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed by such Lender in its discretionto be material, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreements, then, upon demand by Lender, Borrower shall immediately pay to Lender, then from time to time time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as specified by Lender, additional amounts sufficient to will compensate such Lender in light (or its parent) for such reduction. A certificate of such circumstancesLender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything contained herein to the contrarycontrary contained herein, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requestsBorrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 120 days prior to such Lender's request for such additional amounts, rules, guidelines or directives thereunder or issued in connection therewith provided that the foregoing provisions of this sentence shall be deemed not apply to be a “additional amounts attributable to any such change in or as is described in the interpretation of any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date first sentence of this Agreement in (1) risk-based capital guidelines in Section 4.6 which takes effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementretroactively.

Capital Adequacy. If, after the date hereof, either If at any time any Lender or Synthetic Investor determines that (ia) the introduction of of, or any change in or in the interpretation of, any law, treaty or governmental rule, regulation or order after the date of this Agreement regarding capital adequacy, (b) compliance with any law such law, treaty, rule, regulation or order or (iic) the making or issuance of compliance with any guideline or request or directive from any central bank or other Governmental Authority (whether or not having the force of law) (A) affects or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliates, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the capital such Lender’s or assets of Lender Synthetic Investor’s (or any Person controlling Lender such Lender’s or Synthetic Investor’s) capital as a consequence ofof its obligations hereunder, as determined by Lender in its discretion, the existence of Lender’s commitments or obligations under this Agreement or any respect of the other Financing AgreementsCredit-Linked Deposits or under or in respect of any Letter of Credit to a level below that which such Lender, Synthetic Investor or Person could have achieved but for such adoption, change, compliance or interpretation, then, upon demand from time to time by such Lender or, through the Fronting Lender, such Synthetic Investor (with a copy of such demand to the Administrative Agent and, in the case of a Synthetic Investor, the Fronting Lender), the Borrower shall immediately pay to Lenderthe Administrative Agent for the account of such Lender or, in the case of a Synthetic Investor, to the Administrative Agent for the account of the Fronting Lender (for the account of such Synthetic Investor), from time to time as specified by Lendersuch Lender or Synthetic Investor, additional amounts sufficient to compensate such Lender or Synthetic Investor for such reduction. A certificate as to such amounts setting forth in light of reasonable detail the basis for such circumstancesdemand and a calculation for such amount shall be submitted to the Borrower and the Administrative Agent by such Lender or Synthetic Investor and shall be conclusive and binding for all purposes absent manifest error. Notwithstanding anything contained herein the foregoing, except to the contraryextent, if any, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines change (or directives thereunder or issued compliance) referred to in connection therewith any such certificate shall be deemed retroactive, the Borrower shall not be required to be compensate a “change Lender or Synthetic Investor pursuant to this Section 2.15 (Capital Adequacy) for any reduction in or in the interpretation rates of return with respect to any law”, regardless of period prior to the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted that is 180 days prior to the date of this Agreementeach such certificate.

Capital Adequacy. If, If after the date hereof, either (i) any Bank has determined that the introduction adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in or in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Bank with any request or directive regarding capital adequacy (whether or not having the force of law) (A) affects of any such authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the such Bank's capital or assets of Lender or any Person controlling Lender as a consequence of, as determined by Lender in of its discretion, the existence of Lender’s commitments or obligations under hereunder to a level below that which such Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy), then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. Upon determining in good faith that any additional amounts will be payable pursuant to this Agreement Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the other Financing Agreements, then, upon demand by Lender, Borrower shall immediately Borrower's obligations to pay to Lender, from time to time as specified by Lender, additional amounts sufficient pursuant to compensate Lender this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in light good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such circumstances. Notwithstanding anything contained herein Bank's rights to the contrarydemand any such compensation in such period or in any other period, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith except that no Bank shall be deemed entitled to be a “change in compensation under this Section for any costs incurred or in reductions suffered with respect to any date unless such Bank shall have notified the interpretation Borrower that it will demand compensation for such costs or reductions not more than six months after the later of any law”, regardless of (i) such date or (ii) the date enacted, adopted on which such Bank shall have become aware of such costs or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementreductions.

Capital Adequacy. If, after the date hereof, Lender shall have determined that either (ia) the introduction adoption of any applicable law, rule, regulation, or guideline regarding capital adequacy, or any change therein, or any change in or in the interpretation of or administration thereof by any law Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or (iib) the making compliance by Lender (or issuance any lending office of Lender) with any guideline request or request from any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) (A) affects of any such authority, central bank, or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the Lender's capital or assets of Lender or any Person controlling Lender as a consequence ofof its or Borrowers' obligations hereunder to a level below that which Lender could have achieved but for such adoption, as determined change, or compliance (taking into consideration Lender's policies with respect to capital adequacy) by an amount deemed by Lender in its discretionto be material, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreementsthen from time-to-time, then, upon within ten (10) days after demand by Lender, Borrower Borrowers shall immediately pay to Lender, from time to time Lender such additional amount or amounts as specified by Lender, additional amounts sufficient to will adequately compensate Lender in light of for such circumstancesreduction. Notwithstanding anything contained herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation Lender will promptly notify Borrowers of any law”event of which it has actual knowledge, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change occurring after the date thereof, which will entitle Lender to compensation pursuant to this SECTION 9.18. A certificate of Lender claiming compensation under this Agreement SECTION 9.18 and setting forth the additional amount or amounts to be paid to it hereunder, together with the description of the manner in (1) risk-based capital guidelines in effect which such amounts have been calculated, shall be conclusive in the United States in effect in the United States on the date absence of this Agreementmanifest error. In determining such amount, including transition rules, Lender may use any reasonable averaging and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementattribution methods.

Capital Adequacy. If, If after the date hereof, either (i) the introduction adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Second Restatement Date) or any change in the interpretation of or administration thereof by any law Governmental Authority, central bank or (ii) comparable agency charged with the making interpretation or administration thereof, including any such change resulting from the enactment or issuance of any guideline regulation or request from regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any central bank directive regarding capital adequacy or other Governmental Authority liquidity (whether or not having the force of law) (A) affects of any such Governmental Authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the any Lender’s capital or assets of Lender or any Person controlling Lender as a consequence ofof its obligations hereunder with respect to the Loans to a level below that which it could have achieved but for such adoption, as determined by Lender in its discretion, the existence of change or compliance (taking into consideration such Lender’s commitments policies with respect to capital adequacy or obligations under this Agreement liquidity immediately before such adoption, change or any compliance and assuming that such Lender’s (or the bank holding company of the other Financing Agreementssuch Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender, the Borrower shall immediately promptly pay to Lender, from time to time as specified by Lender, such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in light of such circumstances. Notwithstanding full thereof at the Default Rate; provided that notwithstanding anything contained herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in enacted, adopted or in issued after the interpretation of any law”date hereof, regardless of the date enacted, adopted or issuesissued. For A certificate of such Lender setting forth the avoidance of doubt, “change in or in amount to be paid to such Lender by the interpretation Borrower as a result of any law” event referred to in this paragraph and supporting calculations in reasonable detail shall also include be presumptively correct absent manifest error. Notwithstanding any change after the date other provision of this Agreement Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in (1) risk-based capital guidelines in effect in the United States in effect in the United States similar circumstances under comparable provisions of other credit agreements. Failure or delay on the date part of any Lender to demand compensation pursuant to the foregoing provisions of this AgreementSection 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, including transition rules, and provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (26) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted months prior to the date that such Lender notifies the Borrower of this Agreementthe circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If, after the date hereof, either by reason of (i) the introduction of or any change after the date hereof (including, but not limited to, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or regulation, or (ii) the making or issuance of compliance with any guideline or request from issued after the date hereof by any central bank or other Governmental Authority governmental authority or quasi-governmental authority exercising control over banks or financial institutions generally (whether or not having the force of law) (A) ), affects or would affect the amount of capital required or expected to be maintained by any Lender or any of its Affiliatescorporation controlling such Lender, and Lender determines that the amount of such capital is increased by or based upon the existence of such Lender’s Revolving Credit Loans or such Lender’s commitment to lend hereunder and other commitments of this type or of the Loans Letters of Credit (or similar contingent obligations), then, upon demand written request therefor by Lendersuch Lender (with a copy of such request to the Administrative Agent), Borrower shall immediately pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for the increased cost of such additional capital in light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of the such Lender’s Revolving Credit Loans or (B) has or would have the effect of reducing the rate of return on the capital or assets of Lender or any Person controlling Lender as a consequence of, as determined by Lender in its discretion, the existence of such Lender’s commitments commitment to lend hereunder or obligations under this Agreement to the issuance or any maintenance of the Letters of Credit and such Lender is generally charging such costs to other Financing Agreementssimilarly situated borrowers under similar credit facilities; provided, then, upon demand by Lenderthat, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient not be required to compensate a Lender in light of such circumstances. Notwithstanding anything contained herein pursuant to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation of this Section 2.16(c) for any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted amounts incurred more than six months prior to the date that such Lender notifies Borrower of this Agreementsuch Lender’s intention to claim compensation therefor; and provided, further that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. A certificate as to such amounts and the calculation thereof, submitted to Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error.

Capital Adequacy. If, If after the date hereof, either (i) the introduction adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) or any change in the interpretation of or administration thereof by any law governmental authority, central bank or (ii) comparable agency charged with the making interpretation or administration thereof, including any such change resulting from the enactment or issuance of any guideline regulation or request from regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any central bank directive regarding capital adequacy or other Governmental Authority liquidity (whether or not having the force of law) (A) affects of any such governmental authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the any Lender’s capital or assets of Lender or any Person controlling Lender as a consequence ofof its obligations hereunder with respect to the Loans and the Commitments to a level below that which it could have achieved but for such adoption, as determined by Lender in its discretion, the existence of change or compliance (taking into consideration such Lender’s commitments policies with respect to capital adequacy or obligations under this Agreement liquidity immediately before such adoption, change or any compliance and assuming that such Lender’s (or the bank holding company of the other Financing Agreementssuch Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender, the relevant Borrower shall immediately promptly pay to Lender, from time to time as specified by Lender, such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the relevant Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Maturity Date, as applicable, until payment in light of such circumstances. Notwithstanding full thereof at the Default Rate; provided that notwithstanding anything contained herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in enacted, adopted or in issued after the interpretation of any law”date hereof, regardless of the date enacted, adopted or issuesissued. For A certificate of such Lender setting forth the avoidance of doubt, “change in or in amount to be paid to such Lender by the interpretation relevant Borrower as a result of any law” event referred to in this paragraph and supporting calculations in reasonable detail shall also include be presumptively correct absent manifest error. Notwithstanding any change after the date other provision of this Agreement Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in (1) risk-based capital guidelines in effect in the United States in effect in the United States similar circumstances under comparable provisions of other credit agreements. Failure or delay on the date part of any Lender to demand compensation pursuant to the foregoing provisions of this AgreementSection 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, including transition rules, and provided that the relevant Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (26) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted months prior to the date that such Lender notifies the relevant Borrower of this Agreementthe circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If, In the event that any of the Banks shall have determined that the adoption after the date hereofhereof of any law, either (i) the introduction of rule or regulation regarding capital adequacy, or any change in after the date hereof therein or in the interpretation of or application thereof or compliance by such Bank with any law request or (ii) the making or issuance of any guideline or request from any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) (A) affects from any central bank or would affect the amount of capital required Governmental Authority including under Basel III or expected to be maintained by Lender Xxxx-Xxxxx, does or any of its Affiliates, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the such Bank’s capital or assets of Lender or any Person controlling Lender as a consequence ofof its obligations hereunder to a level below that which such Bank could 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 after submission by such Bank to the Company of a written request therefor, the amount of interest payable by the Company to such Bank on each Interest Payment Date shall be increased by such amount (as determined in good faith by Lender such Bank in accordance with its discretionpractice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank for the portion of such reduction allocable to the period in respect of which interest is so paid on such Interest Payment Date. A certificate as to any additional amounts payable pursuant to this Section 2.13, together with a statement by such Bank that such amounts have been calculated consistently with amounts calculated and claimed for in the case of other borrowers parties to revolving credit agreements with such Bank, submitted by such Bank, through the Administrative Agent, to the Company, shall be conclusive evidence, absent demonstrable error, of the facts stated therein. Notwithstanding the foregoing, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreements, then, upon demand by Lender, Borrower Company shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient not be required to compensate Lender in light of such circumstances. Notwithstanding anything contained herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines a Bank for any increased costs or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation of any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted reductions incurred more than 270 days prior to the date that such Bank notifies the Company of the change in law giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation under this AgreementSection; provided that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Adequacy. IfIf any Lender or the LC Issuer shall have determined, after the date hereofClosing Date, either (i) that the introduction adoption of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in or in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its lending office) or the LC Issuer with any request or directive regarding capital adequacy (whether or not having the force of law) (A) affects of any such authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on such Lender’s or the LC Issuer’s capital (or the capital or assets of Lender or any Person controlling Lender its respective holding company) as a consequence ofof its obligations hereunder to a level below that which such Lender or the LC Issuer (or its respective holding company) could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the LC Issuer’s, as determined applicable, policies or the policies of its holding company with respect to capital adequacy) by an amount deemed by such Lender in its discretionor the LC Issuer, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreementsas applicable, thento be material, upon then from time to time, within 15 days after demand by Lendersuch Lender or the LC Issuer, as applicable (with a copy to Agent), Borrower shall immediately pay to Lendersuch Lender or the LC Issuer, from time as applicable, such additional amount or amounts as shall compensate such Lender or the LC Issuer, as applicable (or its holding company) for such reduction. Each Lender or the LC Issuer shall designate a different lending office (or, with respect to time as specified by Lenderthe LC Issuer, additional amounts sufficient to compensate Lender a different branch or affiliate) if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in light the judgment of such circumstancesLender or the LC Issuer, as applicable, be otherwise disadvantageous to such Lender or the LC Issuer. Notwithstanding anything contained herein A certificate of any Lender or the LC Issuer, as applicable, claiming compensation under this Section and setting forth the additional amount or amounts to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith be paid to it hereunder shall be deemed conclusive in the absence of manifest error. In determining such amount, such Lender or the LC Issuer, as applicable, may use any reasonable averaging and attribution methods. Failure on the part of any Lender or the LC Issuer to be demand compensation for any reduction in return on capital with respect to any period shall not constitute a “change waiver of such Lender’s or the LC Issuer’s rights to demand compensation for any reduction in return on capital in such period or in any other period. The protection of this Section shall be available to each Lender and the interpretation LC Issuer regardless of any law”, regardless possible contention of the date enactedinvalidity or inapplicability of the law, adopted regulation or issues. For the avoidance of doubt, “change in or in the interpretation of any law” other condition that shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementhave been imposed.

Capital Adequacy. IfTo the extent not covered by Article III hereof, if any Bank shall have determined, after the date hereof, either (i) that the introduction adoption of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in or in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) (A) affects of any such authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on such Bank's capital (or the capital or assets of Lender or any Person controlling Lender its holding company) as a consequence ofof its obligations hereunder to a level below that which such Bank (or its holding company) could have achieved but for such adoption, as determined change or compliance (taking into consideration such Bank's policies or the policies of its holding company with respect to capital adequacy) by Lender in its discretionan amount deemed by such Bank to be material, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreementsthen from time to time, then, upon within fifteen (15) days after demand by Lendersuch Bank (with a copy to Administrative Agent), Borrower shall immediately pay to Lendersuch Bank such additional amount or amounts as shall compensate such Bank (or its holding company) for such reduction, from time provided that Borrower's obligation under this Section 3.7 are limited to time as specified by Lender, additional amounts sufficient to compensate Lender in light the parts of such circumstancesreduction directly related to the Loans. Notwithstanding No Bank shall enforce this provision solely against Borrower or against a few of such Bank's customers without in each case generally enforcing these (or similar) provisions in other contracts (provided that, anything contained herein to the contrarycontrary notwithstanding, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith (a) no Bank shall be deemed required to disclose to any Company the identity of or the nature of the Bank's relationship with, any other of such Bank's customers and (b) a general written statement of Bank regarding the satisfaction of this requirement shall be satisfactory to Borrower). Each Bank shall designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. Failure on the part of any Bank to demand compensation for any reduction in return on capital with respect to any period shall not constitute a “change waiver of such Bank's rights to demand compensation for any reduction in return on capital in such period or in the interpretation any other period. The protection of this Section shall be available to each Bank regardless of any law”, regardless possible contention of the date enactedinvalidity or inapplicability of the law, adopted regulation or issues. For the avoidance of doubt, “change in or in the interpretation of any law” other condition which shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementhave been imposed.

Capital Adequacy. If, after the date hereof, either If (i) the introduction of or any adoption of, change in or in the interpretation of any law ---------------- Governmental Rule, or (ii) the making compliance with any guideline, request or issuance directive of any guideline or request from any central bank or other Governmental Authority exercising control over banks or financial institutions generally, including but not limited to regulations set forth at 12 C.F.R. Part 3 (whether Appendix A), 12 C.F.R. Part 208 (Appendix A), 00 X.X.X. Xxxx 000 (Xxxxxxxx X) and 12 C.F.R. Part 325 (Appendix A), or not having any court requires that the force Commitment or the Letter of law) (A) affects Credit Commitment hereunder be treated as an asset or would affect otherwise be included for purposes of calculating the appropriate amount of capital required or expected to be maintained by any Lender or the Issuing Bank or any corporation controlling any Lender or the Issuing Bank (a "Capital Adequacy Event"), the result of its Affiliates, and Lender determines that the amount of such capital which is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing reduce the rate of return on the such Lender's capital or assets of Lender or any Person controlling Lender as a consequence ofof the Commitment or such Issuing Bank's capital as a consequence of the Letter of Credit Commitment to a level below that which such Lender or the Issuing Bank, as determined the case may be, could have achieved but for such Capital Adequacy Event, taking into consideration such Person's policies with respect to capital adequacy, by an amount which such Person deems to be material, such Lender in its discretionor the Issuing Bank, as the existence of Lender’s commitments or obligations under this Agreement or any case may be, shall promptly deliver to the Borrower a certificate of the other Financing Agreements, then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient amount necessary to compensate Lender such Person for the reduction in light the rate of such circumstances. Notwithstanding anything contained herein return on its capital attributable to the contraryCommitment or the Letter of Credit Commitment (the "Capital Compensation Amount"), the Xxxx-Xxxxx Xxxx Street Reform calculated in good faith, using reasonable attribution and Consumer Protection Act and all requestsaveraging methods, ruleswhich certificate, guidelines or directives thereunder or issued in connection therewith absent manifest error, shall be deemed presumed to be a “change in or in correct. Such amount shall be due and payable by the interpretation of any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments Borrower to such regulations adopted prior to Lender or the date of this AgreementIssuing Bank, as the case may be, ten (10) days after such notice is given.

Capital Adequacy. If, If after the date hereof, either (i) the introduction adoption of any Applicable Law regarding the capital adequacy of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Agreement Date) or any change in the interpretation of or administration thereof by any law governmental authority, central bank or (ii) comparable agency charged with the making interpretation or administration thereof, including any such change resulting from the enactment or issuance of any guideline regulation or request from regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) (A) affects of any such governmental authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the any Lender’s capital or assets of Lender or any Person controlling Lender as a consequence ofof its obligations hereunder with respect to the Loans to a level below that which it could have achieved but for such adoption, as determined by Lender in its discretion, the existence of change or compliance (taking into consideration such Lender’s commitments policies with respect to capital adequacy immediately before such adoption, change or obligations under this Agreement compliance and assuming that such Lender’s (or any the bank holding company of the other Financing Agreementssuch Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender, the Borrower shall immediately promptly pay to Lender, from time to time as specified by Lender, such Lender such additional amounts as shall be sufficient to compensate such Lender in light (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such circumstances. Notwithstanding anything contained herein reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation of any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change fourth (4th) Business Day after the date of demand or the Maturity Date, as applicable, until payment in full thereof at the Default Rate. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this Agreement paragraph and supporting calculations in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this AgreementSection 2.11, including transition rules, and (2) no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the corresponding capital regulations promulgated by regulatory authorities outside time be the United States, including transition rules, and any amendments general policy or practice of such Lender to demand such regulations adopted prior to the date compensation in similar circumstances under comparable provisions of this Agreementother credit agreements.

Capital Adequacy. IfIn the event that any Lender, after subsequent to the date hereofClosing Date, either determines in the exercise of its reasonable business judgment that (ix) the introduction of or any change in applicable Law, rule, regulation or guideline regarding capital adequacy, or (y) any change in the interpretation of any law or administration thereof, or (iiz) the making compliance by such Lender with any new request or issuance of any guideline or request from any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of lawLaw) (A) affects of any central bank or would affect the amount of capital required other governmental or expected to be maintained by Lender or any of its Affiliatesregulatory authority, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the such Lender's capital or assets of Lender or any Person controlling Lender as a consequence of, as determined of its obligations hereunder to a level below that which such Lender could have achieved but for such change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed material by such Lender in the exercise of its discretionreasonable business judgment, the existence Borrower agrees to pay to such Lender, no later than five (5) days following demand by such Lender, such additional amount or amounts as will compensate such Lender for such reduction in rate of Lender’s commitments or obligations under return; provided that notwithstanding anything in this Agreement or any of the other Financing Agreements, then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances. Notwithstanding anything contained herein to the contrary, (i) the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “"change in or in the interpretation of any law”applicable Law", regardless of the date enacted, adopted or issuesissued. For In determining such amount or amounts, such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.7 shall be available to any Lender regardless of any possible contention of invalidity or inapplicability with respect to the avoidance applicable Law, regulation or condition. A certificate of doubta Lender setting forth such amount or amounts as shall be necessary to compensate such Lender with respect to this Section 3.7 and the calculation thereof, “when delivered to the Borrower, shall be conclusive and binding on Borrower absent manifest error. Each Lender hereby agrees that the amounts set forth in such certificate shall reflect such Lender's reasonable allocation, in a nondiscriminatory manner among Borrower having obligations to such Lender similar to those of the Borrower, of the aggregate of such cost increases or yield reductions resulting from any such change in or in applicable Law. In the interpretation of any law” shall also include any change after the date of event a Lender exercises its rights pursuant to this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rulesSection 3.7, and (2) subsequent thereto reasonably determines that the corresponding capital regulations promulgated amounts paid by regulatory authorities outside the United StatesBorrower exceeded the amount which such Lender actually required to compensate such Lender for any reduction in rate of return on its capital, including transition rules, and any amendments to such regulations adopted prior excess shall be promptly returned to the date of this AgreementBorrower by such Lender.

Capital Adequacy. If, after the date hereof, either any Lender (ior any Affiliate of any Lender) shall have reasonably determined that the introduction adoption of any Applicable Law, governmental rule, regulation or order regarding the capital adequacy of banks or bank holding companies, or any change therein, or any change in or in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any Affiliate of any Lender) with any request or directive regarding capital adequacy (whether or not having the force of law) (A) affects of any such Governmental Authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the capital or assets of such Lender (or any Person controlling Lender Affiliate of such Lender) as a consequence of, as determined by Lender in its discretion, the existence of any of such Lender’s commitments obligations hereunder to a level below that which it could have achieved but for such adoption, change or obligations under this Agreement compliance (taking into consideration the policies of any Lender (or Affiliate of any Lender) with respect to capital adequacy immediately before such adoption, change or compliance and assuming that the capital of the other Financing Agreementssuch Lender (or Affiliate of such Lender) was fully utilized prior to such adoption, change or compliance), then, upon demand by such Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, such Lender such additional amounts as shall be sufficient to compensate such Lender in light of for any such circumstances. Notwithstanding anything contained herein to the contraryreduction actually suffered; provided, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith that there shall be deemed no duplication of amounts paid to any Lender pursuant to this sentence and Section 14.1. Such Lender’s determination of the amount to be paid to such Lender by Borrower as a “change in or in the interpretation result of any law”event referred to in this Section 14.2 shall, regardless of the date enactedabsent manifest error, adopted or issues. For the avoidance of doubtbe deemed final, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, binding and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementconclusive upon Borrower.

Capital Adequacy. IfIf any Lender shall have determined that (a) compliance by such Lender with any applicable law, after the date hereofgovernmental rule, either (i) the introduction regulation or order regarding capital adequacy of banks or bank holding companies, or any change in interpretation or in the interpretation of administration thereof by any law or (ii) the making or issuance of any guideline or request from any governmental authority, central bank or other Governmental Authority comparable agency charged with interpretation administration thereof, or compliance by such Lender with any request or directive regarding capital adequacy (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) (A) affects of any such authority, central bank or would affect the amount of capital required or expected to be maintained by Lender comparable agency, or any regulation, directive or request of its Affiliates, and Lender determines that the amount of such capital is increased by or based upon the existence any authority of the Loans thenEuropean Union, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the capital or assets of Lender such Lender's (or any Person controlling Lender such Lender) capital as a consequence of such Lender's obligations hereunder to a level below that wxxxx xuch Lender (or any Person controlling such Lender) could have achieved but for such compliance (taking into consideration such Lender's policies with respect to capital adequacy immediately before such compliance and assuming that such Lender's capital was fully utilized prior to such compliance) by an amount deemed by such Lender to be material, or (b) any change in any Legal Requirement after the date hereof shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Lender with respect to the Loan, (ii) impose a cost on such Lender that is attributable to the making or maintaining of, as determined by Lender in or such Lender's commitment to make, its discretion, the existence of Lender’s commitments or obligations under this Agreement or any portion of the other Financing AgreementsLoan, or (iii) require such Lender to make any payment on or calculated by reference to the gross amount of any amount received by such Lender under any Credit Document, then, upon in the case of clause (a) and (b), the Borrower will on demand by Lenderthe Agent, Borrower shall immediately accompanied by the certificate referred to below, pay to Lender, the Agent from time to time as specified by Lender, such Lenders as are so affected such additional amounts as shall be sufficient to compensate Lender in light of such circumstances. Notwithstanding anything contained herein to the contraryLenders (or any Person controlling such Lenders) for such reduced return, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requestsreduction, rules, guidelines increased cost or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation of any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change payment together with interest on each such amount from five Banking Days after the date demanded until payment in full thereof at the rate of this Agreement interest on overdue installments of principal provided in (1) risk-based capital guidelines in effect Section 3.1. A certificate of any officer of any such Lender setting forth the amount to be paid to it and the basis for computation thereof hereunder shall, in the United States absence of manifest error, be conclusive. In determining such amount, such Lender may use any reasonable averaging and attribution methods to allocate any increased costs in effect in the United States good faith on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementa reasonably equitable basis.

Capital Adequacy. (a) If, after the date hereof, either (i) any Lender has determined and certified to the introduction Agent and the Borrower that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in or in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or any Person controlling such Lender (its "parent")) with any request or directive regarding capital adequacy (whether or not having the force of law) (A) affects of any such authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the such Lender's (or its parent's) capital or assets of Lender or any Person controlling Lender as a consequence of, as determined by Lender in of its discretion, the existence of Lender’s commitments or obligations under this Agreement hereunder to a level below that which such Lender (or any of the other Financing Agreementsits parent) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (and its parent's) policies with respect to capital adequacy), then, upon demand by written notice and certification from such Lender, the Borrower shall immediately pay to such Lender, from time to time without duplication, such additional amount or amounts as specified by Lender, additional will compensate such Lender (or its parent) for such reduction; provided that no such amounts sufficient to compensate Lender in light of such circumstances. Notwithstanding anything contained herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed payable with respect to reduction in rate of return incurred more than 90 days before such Lender demands compensation under this Section; and provided further that the amount requested shall have been determined and allocated by such Lender pro rata on all its commitments and assets affected thereby. Each determination by any such Lender of amounts owing under this Section shall, absent manifest error, be a “change in or in the interpretation of any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States conclusive and binding on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementparties hereto.

Capital Adequacy. IfIf any Bank shall, at any time, reasonably determine that (a) the adoption (i) after the date hereofof this Agreement, either of any capital adequacy guidelines or (ii) at any time, of any other applicable law, government rule, regulation or order regarding capital adequacy of banks or bank holding companies, (b) any change in (i) any of the introduction of or any change in or in the interpretation of any law foregoing or (ii) the making interpretation or issuance administration of any guideline or request from of the foregoing by any Governmental Authority, central bank or other Governmental Authority comparable agency or (c) compliance with any policy, guideline, directive or request regarding capital adequacy (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) (A) affects of any Governmental Authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the capital of such Bank to a level below that which such Bank could have achieved but for such adoption, change or assets compliance (taking into consideration the policies of Lender such Bank with respect to capital adequacy in effect immediately before such adoption, change or any Person controlling Lender compliance) and (x) such reduction is as a consequence of the Commitment of, or the making of any Loans by, such Bank hereunder and (y) such reduction is reasonably deemed by such Bank to be material, then (1) such Bank shall deliver to the Borrower and the Agent a notice stating the reduction in the rate of return such Bank will in the future suffer as determined a result of its Commitment or the making of any Loans by Lender in its discretionit to the Borrower hereunder and (2) the Borrower shall, the existence promptly upon receipt of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreements, then, upon demand by Lender, Borrower shall immediately such notice pay to Lender, the Agent for the account of such Bank from time to time as specified by Lender, additional amounts such Bank such amount as shall be sufficient to compensate Lender such Bank for such reduced return. The amount stated in light of such circumstances. Notwithstanding anything contained herein any notice delivered to the contrary, Borrower pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith provisions of this Section 5.8 shall be deemed conclusive and binding for all purposes, absent manifest error. In determining any such amount, such Bank may use reasonable averaging and attribution methods. The payments required under this Section 5.8 are in addition to be a “change in or in the interpretation of any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, other payments and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementindemnities required hereunder.

Capital Adequacy. IfWithout limiting any other provision of this Agreement, after in the date hereofevent that the Lender shall have determined that the adoption of any law, either treaty, governmental (ior quasi-governmental) rule, regulation, guideline or order regarding capital adequacy not currently in effect or fully applicable as of the introduction of Closing Date, or any change in therein or in the interpretation or application thereof after the Closing Date, or compliance by the Lender with any request or directive regarding capital adequacy not currently in effect or fully applicable as of any law or (ii) the making or issuance of any guideline or request from any central bank or other Governmental Authority Closing Date (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) (A) affects from a central bank or would affect the amount of capital required governmental authority or expected to be maintained by Lender body having jurisdiction, does or any of its Affiliates, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the Lender’s capital or assets of Lender or any Person controlling Lender as a consequence ofof its obligations hereunder to a level below that which the Lender could have achieved but for such law, as determined by Lender in its discretiontreaty, rule, regulation, guideline or order, or such change or compliance (taking into consideration the existence of Lender’s commitments or obligations under this Agreement or any of policies with respect to capital adequacy by an amount deemed by the other Financing AgreementsLender to be material, then, upon then within ten Business Days after written notice and demand by the Lender (with copies thereof to the Lender), Borrower shall immediately pay to Lender, from time to time as specified by Lender, pay to the Lender additional amounts sufficient to compensate the Lender for such reduction (but, in the case of outstanding Base Rate Advances, without duplication of any amounts already recovered by the Lender by reason of an adjustment in the applicable Base Rate). Each certificate as to the amount payable under this Section 4.16 (which certificate shall set forth the basis for requesting such amounts in reasonable detail), submitted to Borrower by the Lender in light of such circumstances. Notwithstanding anything contained herein to the contrarygood faith, the Xxxx-Xxxxx Xxxx Street Reform shall, absent manifest error, be final, conclusive and Consumer Protection Act and binding for all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation of any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementpurposes.

Capital Adequacy. IfIf (1) the adoption, after the date hereof, either of any applicable governmental law, rule or regulation regarding capital adequacy, (i2) any change, after the introduction of or any change in or date hereof, in the interpretation or administration of any law such law, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (ii3) the making compliance by a Lender or issuance of any corporation or bank controlling a Lender with any applicable guideline or request from of general applicability, issued after the date hereof, by any central bank or other Governmental Authority (whether or not having the force of law) that constitutes a change of the nature described in clause (A2) affects or would affect ("Capital Adequacy Change"), has the effect of (x) requiring an increase in the amount of capital required or expected to be maintained by a Lender or any of its Affiliates, and corporation or bank controlling a Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (By) has or would have the effect of reducing the rate of return on assets or capital of such Lender (or such corporation or bank) and such adoption, change or compliance, as the capital case may be, relates to a category of claims or assets of Lender or any Person controlling Lender as a consequence of, as determined by Lender in its discretionthat includes such Lender's Loan Amount, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreements, then, upon demand by Lender, Borrower shall immediately pay to Lender, such Lender from time to time such additional amount or amounts as specified by Lender, additional amounts sufficient are necessary to compensate such Lender in light for such portion of such circumstances. Notwithstanding anything contained herein increase or reduction as shall be reasonably allocable to such Lender's Loan Amount; provided, that no such amounts shall be payable by the Borrower to any Lender pursuant to this Section 5.2 unless such Lender certifies to the contraryBorrower that (A) such Lender is assessing to its other borrowers (of loans similar to the Loans) comparable allocable costs, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (B) such Lender believes such costs are generally applicable to lenders similarly situated to and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation of any law”, regardless of the date enacted, adopted or issuessame jurisdiction as such Lender. For the avoidance of doubt, “change in or the matters set forth in the interpretation Consultative Document titled "The New Basel Capital Accord" issued by the Basel Committee on Banking Supervision in April 2003 will not be treated, for purposes of determining whether any Lender is entitled to compensation under this Section 5.2, as having been enacted or having come into effect before the date of this Agreement. Each Lender will notify the Borrower of any law” shall also include any change event occurring after the date of this Agreement that will entitle such Lender to compensation pursuant to this Section 5.2 as promptly as practicable but in (1) risk-based capital guidelines any event within 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in effect in the United States in effect in the United States on respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this AgreementSection 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Change.

Capital Adequacy. If, after the date hereof, either If at any time any Lender or Program Support Provider determines that (ia) the introduction adoption of or any change in or in the interpretation of any law law, treaty or governmental rule, regulation or order after the date of this Agreement regarding capital adequacy, (b) compliance with any such law, treaty, rule, regulation, or order or (iic) the making or issuance of compliance with any guideline or request or directive from any central bank or other Governmental Authority or any accounting board or authority (whether or not a Governmental Authority) which is responsible for the establishment or interpretation of national or international accounting principles (in each case, whether or not having the force of law) (A) affects or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliates, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the capital such Lender's or assets of Lender Program Support Provider's (or any Person corporation controlling Lender such Lender's or Program Support Provider's) capital as a consequence ofof its obligations hereunder (other than with respect to Taxes) to a level below that which such Lender, as determined by Lender in its discretionProgram Support Provider or corporation could have achieved but for such adoption, the existence of Lender’s commitments change, compliance or obligations under this Agreement or any of the other Financing Agreementsinterpretation, then, upon demand from time to time by Lendersuch Lender or Program Support Provider (with a copy of such demand to the Agent and the Board), the Borrower shall immediately within five (5) Business Days of such demand pay to Lender, the Agent for the account of such Lender or Program Support Provider from time to time as specified by Lender, such Lender or Program Support Provider additional amounts sufficient to compensate such Lender in light or Program Support Provider for such reduction; provided that the Borrower shall not be required to compensate a Lender or Program Support Provider pursuant to this Section 2.11 for any amounts incurred more than six (6) months prior to the date of such circumstancesdemand. Notwithstanding anything contained herein A certificate as to such amounts submitted to the contraryBorrower (and the Agent and the Board) by such Lender or Program Support Provider shall be conclusive and binding for all purposes absent manifest error. Each Lender or Program Support Provider shall promptly notify the Borrower, the Xxxx-Xxxxx Xxxx Street Reform Agent and Consumer Protection Act the Board of any event of which such Lender or Program Support Provider has knowledge, occurring after the date hereof, which would entitle such Lender or Program Support Provider to compensation pursuant to this Section 2.11 and all requestswill designate a different lending office if such designation will avoid the need for, rulesor reduce the amount of, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or such compensation and will not, in the interpretation judgment of any law”such Lender or Program Support Provider, regardless of the date enacted, adopted or issuesbe otherwise disadvantageous to it. For the avoidance of doubt, “change in or in the any interpretation of any law” Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board (including Interpretation No. 46 - Consolidation of Variable Interest Entities) shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreementconstitute an adoption, including transition ruleschange, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rulesrequest or directive, and any amendments implementation thereof shall be, subject to such regulations adopted prior to the date of this AgreementSection 2.11.

Capital Adequacy. If, after the date hereof, either If (i) the introduction of enactment or promulgation of, or any change or phasing in of, any United States or foreign law or regulation or in the interpretation of thereof by any law or Governmental Authority charged with the administration thereof, (ii) the making compliance with any directive or issuance of any guideline or request from any central bank or other United States or foreign Governmental Authority (whether or not having the force of law) promulgated or made after the date hereof, or (Aiii) compliance with the Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System as set forth in 12 CFR Parts 208 and 225, or of the Comptroller of the Currency, Department of the Treasury, as set forth in 12 CFR Part 3, or similar legislation, rules, guidelines, directives or regulations under any applicable United States or foreign Governmental Authority affects or would affect the amount of capital required or expected to be maintained by a Lender (or any lending office of such Lender) or any corporation directly or indirectly owning or controlling such Lender or imposes any of its Affiliates, and restriction on or otherwise adversely affects such Lender determines that the amount (or any lending office of such capital is increased by Lender) or based upon the existence of the Loans thenany corporation directly or indirectly owning or controlling such Lender and such Lender shall have reasonably determined that such enactment, upon demand by Lenderpromulgation, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans change or (B) compliance has or would have the effect of reducing the rate of return on the such Lender's capital or assets the asset value to such Lender of Lender or any Person controlling Loan made by such Lender as a consequence ofconsequence, as determined directly or indirectly, of its obligations to make and maintain the funding of its Loans at a level below that which such Lender could have achieved but for such enactment, promulgation, change or compliance (after taking into account such Lender's policies regarding capital adequacy) by an amount deemed by such Lender in its discretion, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreementsto be material, then, upon demand by such Lender, the Borrower shall immediately promptly pay to Lender, from time to time such Lender such additional amount or amounts as specified by Lender, additional amounts shall be sufficient to compensate such Lender for such reduction in light such rate of return or asset value. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Agent setting forth the determination of such circumstancesamount or amounts that will compensate such Lender for such reductions shall be presumed correct absent manifest error. Notwithstanding anything contained herein No failure by any Lender to demand compensation for such amounts hereunder shall constitute a waiver of such Lender's right to demand such compensation at any time. Such Lender shall, however, use reasonable efforts to notify the contrary, Borrower of such claim within 90 days after the Xxxx-Xxxxx Xxxx Street Reform officer of such Lender having primary responsibility for this Agreement has obtained knowledge of the events giving rise to such claim. The obligations of the Borrower under this Section shall survive the termination of the Agreement and Consumer Protection Act the Aggregate Commitments and the payment of the Notes and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in other amounts payable under the interpretation of any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this AgreementLoan Documents.

Capital Adequacy. If, after the date hereof, either (i) the introduction of If any Lender or any change in Participant or Assignee in the interpretation of Loan determines that compliance with any law or (ii) the making regulation or issuance of with any guideline or request from any central bank or other Governmental Authority governmental agency (whether or not having the force of law) (A) affects or would adversely affect the amount of capital required or expected to be maintained by Lender such Lender, such Participant or such Assignee, or any of corporation controlling such Lender, such Participant or such Assignee, as a consequence of, or with reference to, such Lender’s, such Participant’s or such Assignee’s or such corporation’s commitments or its Affiliatesmaking or maintaining advances below the rate which such Lender, and Lender determines that such Participant or such Assignee or such corporation controlling such Lender, such Participant or such Assignee could have achieved but for such compliance (taking into account the amount policies of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, such Participant or such Assignee or corporation with regard to capital), then Borrower shall immediately pay to Lendershall, from time to time as specified time, within ninety (90) calendar days after written demand by such Lender, such Participant or such Assignee, pay to such Lender, such Participant or such Assignee additional amounts sufficient to compensate Lender in light of such circumstancesLender, such Participant or such Assignee or such corporation controlling such Lender, such Participant or such Assignee to the extent that Lender such Lender, such Participant or such Assignee determines such increase in capital to be is allocable to the existence of the Loans such Lender’s, such Participant’s or (B) has or would have the effect of reducing the rate of return on the capital or assets of Lender or any Person controlling Lender such Assignee’s obligations hereunder. A certificate as a consequence ofto such amounts, as determined submitted to Borrower by Lender in its discretion, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreements, then, upon demand by such Lender, Borrower shall immediately pay to Lendersuch Participant or such Assignee, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances. Notwithstanding anything contained herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation of any law”conclusive and binding for all purposes, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementabsent manifest error.

Capital Adequacy. If, If any Lender shall have reasonably determined that the adoption (after the date hereofAgreement Date) of any Applicable Law regarding the capital adequacy of banks or bank holding companies, either (i) the introduction of or any change in Applicable Law after the Agreement Date or any change after the Agreement Date in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender with any directive issued or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) (A) affects of any such governmental authority, central bank or would affect comparable agency, in each case first promulgated after the amount of capital required or expected to be maintained by Lender or any of its AffiliatesAgreement Date, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the such Lender's capital or assets of Lender or any Person controlling Lender as a consequence ofof its obligations hereunder to a level below that which it could have achieved but for such adoption, as determined change or compliance (taking into consideration such Lender's policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that such Lender's capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then such Lender shall promptly notify the Borrower of such adoption, compliance, or change. Within sixty (60) days of written notice by such Lender, the Borrower shall, in its discretion, (i) provide a replacement lender or lenders for such Lender, which replacement lender or lenders will be subject to the existence of Lender’s commitments or obligations under this Agreement or any approval of the other Financing AgreementsAdministrative Agent, thenwhich, upon demand by Lenderso long as no Default or Event of Default shall then exist, shall not be unreasonably withheld, and the Administrative Agent, such Lender and the Borrower shall immediately pay take all necessary actions to Lendertransfer the rights, duties and obligations of such Lender to such replacement lender or lenders within such sixty (60) day period (including, without limitation, the payment in full of all Obligations hereunder due to the Lender being replaced), or (ii) thereafter, from time to time as specified upon demand by such Lender, promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender in light of for such circumstances. Notwithstanding anything contained herein to reduced return, together with interest on such amount from the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation of any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change fourth (4th) day after the date of this Agreement demand until payment in (1) risk-based capital guidelines full thereof at the Base Rate plus the Applicable Margin in effect for Base Rate Advances under the Revolving Commitment; provided, however, that notwithstanding the foregoing, the Borrower shall have no obligation to provide any such replacement bank or make any such payment in the United States event that the first such demand in effect respect of any such regulatory change, request or directive regarding capital adequacy was sent by such Lender more than ninety (90) days after it became aware of the applicability of such regulatory change, request or directive to the Loans. Such Lender will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the United States on the date judgment of this Agreementsuch Lender, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments be otherwise materially disadvantageous to such regulations adopted prior Lender. A certificate of such Lender setting forth the amount to be paid to such Lender by the date Borrower as a result of any event referred to in this Agreementparagraph and supporting calculations in reasonable detail shall be conclusive, absent manifest error.

Capital Adequacy. If, If after the date hereof, either any Lender or Issuing Bank (ior any affiliate of the foregoing) shall have reasonably determined that the introduction adoption of any applicable law, governmental rule, regulation or order regarding the capital adequacy of banks or bank holding companies, or any change therein, or any change in or in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Bank (or any affiliate of the foregoing) with any request or directive regarding capital adequacy (whether or not having the force of law) (A) affects of any such governmental authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the capital such Lender's or assets of Lender Issuing Bank's (or any Person controlling Lender affiliate of the foregoing) capital as a consequence ofof such Lender's or Issuing Bank's Commitment or Obligations hereunder to a level below that which it could have achieved but for such adoption, as determined by Lender in its discretion, the existence of change or compliance (taking into consideration such Lender’s commitments 's or obligations under this Agreement Issuing Bank's (or any affiliate of the other Financing Agreementsforegoing) policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that such Lender's or Issuing Bank's (or any affiliate of the foregoing) capital was fully utilized prior to such adoption, change or compliance), then, upon demand by Lendersuch Lender or Issuing Bank, the Borrower shall immediately pay to Lender, from time to time as specified by Lender, such Lender or Issuing Bank such 116 additional amounts as shall be sufficient to compensate such Lender in light or Issuing Bank for any such reduction actually suffered; provided, however, that there shall be no duplication of amounts paid to a Lender pursuant to this sentence and Section 11.3 hereof. A certificate of such circumstances. Notwithstanding anything contained herein to Lender or Issuing Bank setting forth the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed amount to be paid to such Lender or Issuing Bank by the Borrower as a “change in or in the interpretation result of any law”event referred to in this paragraph shall, regardless of the date enactedabsent manifest error, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementbe conclusive.

Capital Adequacy. If, after the date hereof, either any Lender (ior any Affiliate of any Lender) shall have reasonably determined that the introduction adoption of any Applicable Law, governmental rule, regulation or order regarding the capital adequacy of banks or bank holding companies, or any change therein, or any change in or in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any Affiliate of any Lender) with any request or directive regarding capital adequacy (whether or not having the force of law) (A) affects of any such Governmental Authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the capital or assets of such Lender (or any Person controlling Lender Affiliate of such Lender) as a consequence of, as determined by Lender in its discretion, the existence of any of such Lender’s commitments Revolving Credit Facility or obligations under this Agreement hereunder to a level below that which it could have achieved but for such adoption, change or any compliance (taking into consideration the policies of such Lender (or Affiliate of such Lender) with respect to capital adequacy immediately before such adoption, change or compliance and assuming that the other Financing Agreementscapital of such Lender (or Affiliate of such Lender) was fully utilized prior to such adoption, change or compliance), then, upon demand by Lendersuch Lender (with a copy of such demand to Agent), Borrower shall immediately pay to Agent, for the benefit of such Lender, from time to time as specified by Lender, such additional amounts as shall be sufficient to compensate such Lender in light for any such reduction actually suffered; provided, that there shall be no duplication of amounts paid to such Lender pursuant to this sentence and Section 10.3. A certificate of such circumstances. Notwithstanding anything contained herein Lender setting forth the amount to the contrarybe paid to such Lender by Borrower as a result of any event referred to in this Section 10.5 shall, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requestsabsent manifest error, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation of any law”final, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, binding and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementconclusive upon Borrower.

Capital Adequacy. If, If any Lender shall have reasonably determined that the adoption (after the date hereofAgreement Date) of any Applicable Law regarding the capital adequacy of banks or bank holding companies, either (i) the introduction of or any change in Applicable Law (whether adopted before or after the Agreement Date) or any change in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender with any directive issued or adopted after the date hereof regarding capital adequacy (whether or not having the force of lawlaw but with which such Person customarily complies) (A) affects of any such governmental authority, central bank or would affect comparable agency, in each case first promulgated after the amount of capital required or expected to be maintained by Lender or any of its AffiliatesAgreement Date, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the such Lender's capital or assets of Lender or any Person controlling Lender as a consequence ofof its obligations hereunder to a level below that which it could have achieved but for such adoption, as determined change or compliance (taking into consideration such Lender's policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that such Lender's capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then such Lender shall promptly notify the Borrower of such adoption, compliance, or change. Within sixty (60) days of written notice by such Lender, the Borrower shall, in its discretion, (i) provide a replacement lender or lenders for such Lender, which replacement lender or lenders will be subject to the existence of Lender’s commitments or obligations under this Agreement or any approval of the other Financing AgreementsAgents, thenwhich consent shall not be unreasonably withheld or delayed, upon demand by and the Administrative Agent, such Lender and the Borrower shall take all necessary actions to transfer the rights, duties and obligations of such Lender to such replacement lender or lenders within such sixty (60) day period (including, without limitation, the payment in full of all Obligations hereunder due to the Lender being replaced) and the Borrower shall pay such Lender all amounts described in clause (ii) for the period prior to the replacement of such Lender, Borrower shall immediately pay to Lenderor (ii) thereafter, from time to time as specified within ten (10) days of demand by such Lender, promptly pay to such Lender, or its applicable bank holding company or parent, such additional amounts (other than income taxes) as shall be sufficient to compensate such Lender in light of for such circumstances. Notwithstanding anything contained herein to reduced return, together with interest on such amount from the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation of any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change fourth (4th) day after the date of this Agreement demand until payment in (1) risk-based capital guidelines full thereof at the Base Rate plus the Applicable Margin in effect in for Base Rate Advances under the United States in effect in Revolving Commitment. A certificate of such Lender setting forth the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments amount to be paid to such regulations adopted prior Lender by the Borrower as a result of any event referred to the date of in this Agreementparagraph and supporting calculations in reasonable detail shall be conclusive, absent manifest error.

Capital Adequacy. If, after the date hereof, either (i) the introduction of If any Lender or any change in Participant or Assignee in the interpretation of Loan determines that compliance with any law or (ii) the making regulation or issuance of with any guideline or request from any central bank or other Governmental Authority governmental agency (whether or not having the force of law) (A) affects or would affect the amount of capital required or expected to be maintained by Lender such Lender, such Participant or such Assignee, or any of corporation controlling such Lender, such Participant or such Assignee, as a consequence of, or with reference to, such Lender’s, such Participant’s or such Assignee’s or such corporation’s commitments or its Affiliatesmaking or maintaining advances below the rate which such Lender, and Lender determines that such Participant or such Assignee or such corporation controlling such Lender, such Participant or such Assignee could have achieved but for such compliance (taking into account the amount policies of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, such Participant or such Assignee or corporation with regard to capital), then Borrower shall immediately pay to Lendershall, from time to time as specified time, within thirty (30) calendar days after written demand by such Lender, such Participant or such Assignee, pay to such Lender, such Participant or such Assignee additional amounts sufficient to compensate Lender in light of such circumstancesLender, such Participant or such Assignee or such corporation controlling such Lender, such Participant or such Assignee to the extent that Lender such Lender, such Participant or such Assignee determines such increase in capital to be is allocable to the existence of the Loans such Lender’s, such Participant’s or (B) has or would have the effect of reducing the rate of return on the capital or assets of Lender or any Person controlling Lender such Assignee’s obligations hereunder. A certificate as a consequence ofto such amounts, as determined submitted to Borrower by Lender in its discretion, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreements, then, upon demand by such Lender, Borrower shall immediately pay to Lendersuch Participant or such Assignee, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances. Notwithstanding anything contained herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation of any law”conclusive and binding for all purposes, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementabsent manifest error.

Capital Adequacy. If, after the date hereofClosing Date, either any Lender shall have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (i) including, without limitation, any law, rule or regulation implementing the introduction of Basle Accord), or any change therein, or any change in or in the interpretation of any law or (ii) the making or issuance of any guideline or request from administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (A) affects including, without limitation, any guideline or would affect other requirement implementing the amount of capital required or expected to be maintained by Lender or any of its AffiliatesBasle Accord), and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the such Lender's (or its parent's) capital or assets of Lender or any Person controlling Lender as a consequence ofof its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoption, as determined implementation, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed by such Lender in its discretionto be material, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreements, then, upon demand by Lender, Borrower shall immediately pay to Lender, then from time to time time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as specified by Lender, additional amounts sufficient to will compensate such Lender in light (or its parent) for such reduction. A certificate of such circumstancesLender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything contained herein to the contrarycontrary contained herein, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requestsBorrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 120 days prior to such Lender's request for such additional amounts, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in provided that the interpretation of any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date foregoing provisions of this Agreement in (1) risk-based capital guidelines in sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementretroactively.

Capital Adequacy. IfIf any Lender shall have determined in good faith that the adoption, effectiveness, phase-in or applicability after the date hereofhereof of any law, either rule or regulation (ior any provision thereof) the introduction of regarding capital adequacy, or any change in therein or in the interpretation of or administration thereof after the date hereof by any law or (ii) the making or issuance of any guideline or request from any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) (A) affects of any such Governmental Authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the capital or assets of such Lender or any Person corporation controlling such Lender as a consequence of, as determined by Lender in its discretionor with reference to, the existence of such Lender’s commitments Loans or Commitments or Letters of Credit or participations therein or other obligations under this Agreement hereunder to a level below that which such Lender or any such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of the other Financing Agreementssuch Lender or such controlling corporation with regard to capital adequacy), then, upon demand by Lender, Borrower shall immediately pay to Lender, then from time to time time, within fifteen Business Days after receipt by Borrowers from such Lender of the statement referred to in the next sentence, Borrowers shall pay to such Lender such additional amount or amounts as specified by Lender, additional amounts sufficient will compensate such Lender or such controlling corporation on an after-tax basis for such reduction; provided that a Lender shall not be entitled to compensate Lender in light avail itself of such circumstances. Notwithstanding anything contained herein the benefit of this subsection 2.7A to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued extent that any such reduction in connection therewith shall be deemed to be a “change in or in the interpretation of any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted return was incurred more than six months prior to the time it first makes a demand therefor, unless the circumstance giving rise to such reduced return arose or became applicable retrospectively, in which case no time limit shall apply (provided that such Lender has notified Borrowers within six months from the date such circumstances arose or became applicable). Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this subsection 2.7A, will give prompt written notice thereof to Borrowers’ Agent (with a copy to Administrative Agent), which notice shall set forth in reasonable detail the basis of this Agreementthe calculation of such additional amounts.

Capital Adequacy. IfWithout limiting any other provision of this Agreement, after in the date hereofevent that any Lender shall have determined that any law, either treaty, governmental (ior quasi-governmental) rule, regulation, guideline or order regarding capital adequacy not currently in effect or fully applicable as of the introduction of Closing Date, or any change in therein or in the interpretation or application thereof after the Closing Date, or compliance by such Lender with any request or directive regarding capital adequacy not currently in effect or fully applicable as of any law or (ii) the making or issuance of any guideline or request from any central bank or other Governmental Authority Closing Date (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) (A) affects from a central bank or would affect the amount of capital required governmental authority or expected to be maintained by Lender body having jurisdiction, does or any of its Affiliates, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the such Lender's capital or assets of Lender or any Person controlling Lender as a consequence ofof its obligations hereunder to a level below that which such Lender could have achieved but for such law, as determined treaty, rule, regulation, guideline or order, or such change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed by such Lender in its discretionto be material, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreements, then, upon then within ten (10) Business Days after written notice and demand by Lendersuch Lender (with copies thereof to the Agent), Borrower shall immediately pay to Lender, from time to time as specified by Lender, pay to such Lender additional amounts sufficient to compensate such Lender for such reduction (but, in the case of outstanding Base Rate Advances, without duplication of any amounts already recovered by such Lender by reason of an adjustment in the applicable Base Rate). Each certificate as to the amount payable under this Section 3.16 (which certificate shall set forth the basis for requesting such amounts in reasonable detail), submitted to Borrower by any Lender in light of such circumstances. Notwithstanding anything contained herein to the contrarygood faith, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation of any law”, regardless constitute prima facie evidence of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementmatters contained therein.

Capital Adequacy. If, after the date hereof, either (i) the introduction adoption ---------------- of any Applicable Law regarding the capital adequacy of banks or bank holding companies, or any change in Applicable Law or any change in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender with any directive regarding capital adequacy (whether or not having the force of law) (A) affects of any such governmental authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the any Lender's capital or assets of Lender or any Person controlling Lender as a consequence ofof its obligations hereunder with respect to the unused portion of its Commitments to a level below that which it could have achieved but for such adoption, as determined change or compliance (taking into consideration such Lender's policies with respect to capital adequacy immediately before such adoption, change or compliance) by an amount deemed by such Lender in its discretion, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreementsto be material, then, upon receipt of written demand by such Lender, the Borrower shall immediately promptly pay to Lender, from time to time as specified by Lender, such Lender such additional amounts as shall be sufficient to compensate such Lender in light for such reduced return, together with interest on such amount from the fourth (4th) day after the receipt of such circumstances. Notwithstanding anything contained herein to demand until payment in full thereof at the contraryPrime Rate Basis; provided, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requestshowever, rules, guidelines or directives thereunder or issued in connection therewith that no Lender shall be deemed entitled to be a “change in or in the interpretation of compensation under this Section 2.12 for any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted costs incurred more than one year prior to the date that such Lender makes written demand to the Borrower for such compensation. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this Agreementparagraph and demonstrating the basis for and calculation of such determination shall, absent manifest error, be conclusive. Each Lender agrees that if any amount or any portion of any amount described in this Section 2.12 is subsequently recovered by such Lender, such Lender shall promptly reimburse the Borrower to the extent of the amount so recovered.

Capital Adequacy. If, after the date hereof, either If any Bank (iincluding an Issuing Bank) the introduction of determines in good faith that compliance with any Law or any change in regulation or in the interpretation of any law or (ii) the making or issuance of with any guideline or request (excluding any published as of the date hereof or currently scheduled to take effect) from any central bank or other Governmental Authority Agency (whether or not having the force of law) (A) affects Law), in each case adopted or would affect effective after the amount of capital required or expected to be maintained by Lender or any of its Affiliates, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) date hereof has or would have the effect of reducing the rate of return on the capital or assets of Lender such Bank or any Person corporation controlling Lender such Bank as a consequence of, as determined by Lender in its discretionor with reference to, the existence such Bank's Pro Rata Share of Lender’s commitments or obligations under this Agreement or any portion of the Commitment or its making or maintaining of Advances, or its issuance of any Letter of Credit, below the rate which such Bank or such other Financing Agreementscorporation could have achieved but for such compliance (taking into account the policies of such Bank or corporation with regard to capital), thenthen the Company shall from time to time, upon demand by Lendersuch Bank (with a copy of such demand to the Administrative Agent), Borrower shall immediately pay to Lender, from time to time as specified by Lender, such Bank additional amounts sufficient to compensate Lender such Bank or other corporation for such reduction. A certificate as to such amounts, setting forth in light reasonable detail the basis for such calculations, submitted to the Company and the Administrative Agent by such Bank, shall be conclusive and binding for all purposes, absent manifest error. Each Bank agrees promptly to notify the Company and the Administrative Agent of any circumstances that would cause the Company to pay additional amounts pursuant to this Section 3.7. If any Bank shall have been compensated pursuant to this Section 3.7, the Company shall have the right, upon 30 days prior notice to the Administrative Agent, with the assistance (but not the obligation) of the Administrative Agent, to seek a substitute bank or banks (which may be one or more of the Banks) satisfactory to the Company, the Administrative Agent and the Issuing Bank to assume the Commitment of such circumstances. Notwithstanding anything contained herein Bank and to purchase the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act Notes of such Bank and all requests, rules, guidelines or directives thereunder or issued amounts owing to such Bank in connection therewith shall be deemed to be a “change in or in the interpretation respect of any law”, regardless Advances and Letters of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of Credit under this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments pursuant to such regulations adopted prior to the date of this AgreementSection 13.9.

Capital Adequacy. IfIf any Bank shall, at any time, reasonably determine that (a) the adoption (i) after the date hereofof this Agreement, either of any capital adequacy guidelines or (ii) at any time, of any other applicable Law, government rule, regulation or order regarding capital adequacy of banks or bank holding companies, (b) any change in (i) any of the introduction of or any change in or in the interpretation of any law foregoing or (ii) the making interpretation or issuance administration of any guideline or request from of the foregoing by any Governmental Authority, central bank or other Governmental Authority comparable agency or (c) compliance with any policy, guideline, directive or request regarding capital adequacy (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) (A) affects of any Governmental Authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the capital of such Bank to a level below that which such Bank could have achieved but for such adoption, change or assets compliance (taking into consideration the policies of Lender such Bank with respect to capital adequacy in effect immediately before such adoption, change or any Person controlling Lender compliance) and (x) such reduction is as a consequence of the Line of Credit Loan Commitment of, or the making of any Loans by, such Bank hereunder and (y) such reduction is reasonably deemed by such Bank to be material, then (1) such Bank shall deliver to the Borrower and the Administrative Agent a notice stating the reduction in the rate of return such Bank will in the future suffer as determined a result of its Line of Credit Loan Commitment or the making of any Loans by Lender in its discretionit to the Borrower hereunder and (2) the Borrower shall, the existence promptly upon receipt of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreements, then, upon demand by Lender, Borrower shall immediately such notice pay to Lender, the Administrative Agent for the account of such Bank from time to time as specified by Lender, additional amounts such Bank such amount as shall be sufficient to compensate Lender such Bank for such reduced return. The amount stated in light of such circumstances. Notwithstanding anything contained herein any notice delivered to the contrary, Borrower pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith provisions of this Section 4.8 shall be deemed conclusive and binding for all purposes, absent manifest error. In determining any such amount, such Bank may use reasonable averaging and attribution methods. The payments required under this Section 4.8 are in addition to be a “change in or in the interpretation of any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, other payments and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementindemnities required hereunder.

Capital Adequacy. IfWithout limiting any other provision of this Agreement, after but without duplication, in the date hereofevent that any law, either treaty, governmental (ior quasi-governmental) rule, regulation, guideline or order regarding capital adequacy not currently in effect or fully applicable as of the introduction of Closing Date, or any change in therein or in the interpretation or application thereof after the Closing Date, or compliance by such Lender with any request or directive regarding capital adequacy not currently in effect or fully applicable as of any law or (ii) the making or issuance of any guideline or request from any central bank or other Governmental Authority Closing Date (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) (A) affects from a central bank or would affect the amount of capital required governmental authority or expected to be maintained by Lender body having jurisdiction, does or any of its Affiliates, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the such Lender's capital or assets of Lender or any Person controlling Lender as a consequence ofof its obligations hereunder to a level below that which such Lender could have achieved but for such law, as determined treaty, rule, regulation, guideline or order, or such change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed by such Lender in its discretionto be material, then within ten (10) Business Days after written notice and demand by such Lender (with copies thereof to the Agent), the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreements, then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, pay to such Lender additional amounts sufficient to compensate such Lender for such reduction (but, in light the case of outstanding Loans to which the Base Rate Interest Rate Option applies, without duplication of any amounts already recovered by such circumstancesLender by reason of an adjustment in the applicable Base Rate). Notwithstanding anything contained herein Such Lender shall submit to Agent and Borrower a certificate as to the contraryamount payable under this Section 2.16, which certificate shall set forth the Xxxx-Xxxxx Xxxx Street Reform basis for requesting such amounts in reasonable detail and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change submitted in or in the interpretation of any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementgood faith.

Capital Adequacy. If(a) If the adoption of any applicable law, after the date hereofrule or regulation regarding capital adequacy, either (i) the introduction of or any change therein, or any change in or in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by any Participant with any request or directive regarding capital adequacy (whether or not having the force of law) (A) affects of any such authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, each case made subsequent to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) Documentation Date has or would will have the effect of reducing the rate of return on the either Participant's or its parent company's capital or assets of Lender or any Person controlling Lender by an amount such Participant deems to be material, as a consequence of, as determined by Lender in of its discretion, the existence of Lender’s commitments or obligations under this Agreement hereunder to a level below that which such Participant or any of the other Financing Agreementsits parent company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Participant's or its parent company's policies with respect to capital adequacy), then, upon notice from such Participant, the Lessee shall pay to such Participant such additional amount or amounts as will compensate such Participant and its parent company for such reduction. All payments required by this Section 13.11 shall be made by the ------------- Lessee within ten (10) Business Days after demand by Lender, Borrower shall immediately pay the affected Participant. If any Participant becomes entitled to Lender, from time to time as specified by Lender, claim any additional amounts sufficient pursuant to compensate Lender in light of such circumstances. Notwithstanding anything contained herein this clause, it shall provide prompt notice thereof to the contraryLessee certifying (x) that one of the events described in this clause or reduced amount resulting from such event and (z) as to the additional amount demanded by such Participant and a reasonably detailed explanation of the calculation thereof (including the method by which such Participant allocated such amounts to the Lessee). Such a certificate as to any additional amounts payable pursuant to this clause submitted by such Participant to the Lessee shall be conclusive in the absence of manifest error; provided, however, that the Xxxx-Xxxxx Xxxx Street Reform method by which such Participant allocated such amount to the Lessee must have been applied in good faith and Consumer Protection Act must have been a method generally used by such Participant for such purpose. This covenant shall survive the termination of this Participation Agreement and the other Operative Documents and the payment of the Loans, Lessor Amounts and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation of any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, other amounts payable hereunder and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementthereunder.

Capital Adequacy. IfWithout limiting any other provision of this Agreement or the Letter of Credit Agree- ment, after in the date hereofevent that any Lender shall have determined that any law, either treaty, governmental (ior quasi-governmental) rule, regula- tion, guideline or order regarding capital adequacy not currently - 86 - in effect or fully applicable as of the introduction of Closing Date, or any change in therein or in the interpretation or application thereof, or compliance by such Lender with any request or directive regarding capital adequacy not currently in effect or fully applicable as of any law or (ii) the making or issuance of any guideline or request from any central bank or other Governmental Authority Closing Date (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) (A) affects from a central bank or would affect the amount of capital required governmental authority or expected to be maintained by Lender body having jurisdiction, does or any of its Affiliates, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the such Lender's capital or assets of Lender or any Person controlling Lender as a consequence ofof its obligations hereunder or under the Letter of Credit Agreement to a level below that which such Lender could have achieved but for such law, as determined treaty, rule, regulation, guideline or order, or such change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed by such Lender in its discretionto be material, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreements, then, upon then within ten Business Days after written notice and demand by Lendersuch Lender (with copies thereof to the Co-Agents), each Borrower shall immediately pay to Lender, from time to time as specified by Lender, pay to such Lender additional amounts sufficient to compensate such Lender for such reduction (but, in the case of outstanding Base Rate Advances, without duplication of any amounts already recovered by such Lender by reason of an adjustment in the applicable Base Rate). Each certificate as to the amount payable under this Section 4.17 (which certificate shall set forth the basis for requesting such amounts in reasonable detail), submitted to Interface by any Lender in light of such circumstances. Notwithstanding anything contained herein to the contrarygood faith, the Xxxx-Xxxxx Xxxx Street Reform shall, absent manifest error, be final, conclusive and Consumer Protection Act and binding for all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation of any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementpurposes.

Capital Adequacy. If, after In the date hereof, either (i) the introduction of event that a Regulatory Change regarding capital adequacy does or any change in or in the interpretation of any law or (ii) the making or issuance of any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (A) affects or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliates, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on any Lender's (for purposes of this Section 2.12, the term "Lender" shall include any parent or holding company of such Lender) capital or assets of Lender or any Person controlling Lender as a consequence ofof its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, as determined change, or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed by such Lender in its discretionto be material, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreements, then, upon demand by Lender, Borrower shall immediately pay to Lender, then from time to time as specified time, ten (10) days after submission by such Lender to the Borrower of a written request therefor, together with a certificate (which shall be conclusive absent manifest error), setting forth the calculations evidencing such requested additional amount, and the law or regulation with respect thereto and certifying that such request is consistent with such Lender's treatment of other similar customers having similar provisions generally in their agreements with such Lender, and that such request is being made on the basis of a reasonable allocation of the costs resulting from such law or regulation, the Borrower shall pay to such Lender such additional amount or amounts sufficient as will compensate such Lender for such reduction. Notwithstanding the foregoing, the Borrower shall only be obligated to compensate a Lender in light of such circumstances. Notwithstanding anything contained herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines for any amount under this section arising or directives thereunder or issued in connection therewith shall be deemed to be a “change in or occurring during (i) in the interpretation case of each such request for compensation, any law”, regardless of the date enacted, adopted time or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in period commencing not more than sixty (160) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted days prior to the date on which such Lender submits such request and (ii) any other time or period during which, because of the unannounced retroactive application of such law, regulation, interpretation, request, or directive, such Lender could not have known that the resulting reduction in return might arise. A Lender will notify the Borrower (with a copy of such notice to the Administrative Agent) that it is entitled to compensation pursuant to this Agreementsection as promptly as practicable after such Lender determines to request such compensation; provided, however, that the failure to provide such notice shall not restrict the ability of a Lender to be reimbursed under this Section 2.12 except as provided in clause (i) above.

Capital Adequacy. IfIf any Lender shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof (it being agreed that "adopted after the date hereof" shall include compliance by a Lender or any lending office or holding company of a Lender with any Basle Law whether or not such Basle Law was in effect, either applicable or phased in on or prior to or after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards" (i) said laws, rules, regulations and guidelines being sometimes herein referred to as "Basle Laws")), or the introduction adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy (any such other law, rule, regulation or guideline being sometimes herein referred to as "Other Laws"), or any change in any of the foregoing (after the date hereof in respect of Other Laws; before or after the date hereof in respect of Basle Laws) or in the enforcement or interpretation or administration of any law of the foregoing(after the date hereof in respect of Other Laws; before or (iiafter the date hereof in respect of Basle Laws) the making by any court or issuance of any guideline or request from any Government Authority, central bank or other Governmental Authority comparable agency charged with the enforcement or interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender) or any holding company of any Lender with any request or directive regarding capital adequacy (whether or not having the force of law) (A) affects of any such authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on such Lender's capital or on the capital or assets of Lender or any Person controlling Lender such Lender's holding company, if any, as a consequence ofof its Term Loan Commitments, as determined by Lender in its discretion, the existence of Lender’s commitments or obligations under this Agreement Term Loans or any of its other obligations hereunder to a level below that which such Lender or such Lender's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's policies and the other Financing Agreementspolicies of such Lender's holding company with respect to capital adequacy) by an amount deemed by such Lender to be material, then, upon demand by such Lender (or by the Agent on such Lender's behalf), the Borrower shall immediately pay to Lender, such Lender from time to time such additional amount or amounts as specified by will compensate such Lender or such Lender's holding company for any such reduction suffered, additional amounts sufficient to compensate Lender together with interest on each such amount from the date demanded until payment in light full (after as well as before judgment) thereof at the Base Rate. A certificate of such circumstances. Notwithstanding anything contained herein Lender submitted to the contraryBorrower as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation absence of any law”manifest error, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States be conclusive and binding on the date Borrower. In determining such amount or amounts, such Lender may use any method of this Agreement, including transition rules, averaging and attribution as it (2in its sole and absolute discretion) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementshall deem applicable.

Capital Adequacy. If, If after the date hereof, either hereof any Lender determines that (ia) the introduction adoption of or change in any law, rule or regulation regarding capital requirements for banks or bank holding companies or any change in or in the interpretation or application thereof by any governmental authority charged with the administration thereofas a result of a Change in Law, or (b) compliance by such Lender or its parent bank holding company with any directive of any law such entity regarding capital adequacy or (ii) the making or issuance of any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (A) affects or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatesliquidity, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the such Lender’s or such holding company’s capital or assets of Lender or any Person controlling Lender as a consequence of, as determined by Lender in its discretion, the existence of such Lender’s commitments commitment to make Advances to a level below that which such Lender or obligations under this Agreement holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower thereof. Borrower agrees to pay to such Lender the amount of such reduction in the return on capital as and when such reduction is determined, upon presentation by such Lender of a statement of the other Financing Agreementsamount setting forth the Lender’s calculation thereof. In determining such amount, thensuch Lender may use any reasonable averaging and attribution methods generally applied by such Lender. Without limiting the generality of the foregoing provisions of this § 4.10, upon demand by any change applicable to the banking industry as a whole and lenders generally, and not solely to the Agent or a Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances. Notwithstanding anything contained herein to the contrary, based on: (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in or in the interpretation of any law”, regardless of have occurred ‘after the date enacted, adopted hereof’ or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change ‘after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date Agreement’ for purposes of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement§ 4.10.

Capital Adequacy. IfWithout limiting any other provision of this Agreement, after in the date hereofevent that any Lender or the Issuing Bank shall have determined that any law, either treaty, governmental (ior quasi-governmental) rule, regulation, guideline or order regarding capital adequacy not currently in effect or fully applicable as of the introduction of Closing Date, or any change in therein or in the interpretation or application thereof, or compliance by such Lender or Issuing Bank with any request or directive regarding capital adequacy not currently in effect or fully applicable as of any law or (ii) the making or issuance of any guideline or request from any central bank or other Governmental Authority Closing Date (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) (A) affects from a central bank or would affect the amount of capital required governmental authority or expected to be maintained by Lender body having jurisdiction, does or any of its Affiliates, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the such Lender's or Issuing Bank's capital or assets of Lender or any Person controlling Lender as a consequence ofof its obligations hereunder to a level below that which such Lender or Issuing Bank could have achieved but for such law, as determined treaty, rule, regulation, guideline or order, or such change or compliance (taking into consideration such Lender's or Issuing Bank's policies with respect to capital adequacy) by an amount deemed by such Lender in its discretionor Issuing Bank to be material, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreements, then, upon then within ten (10) Business Days after written notice and demand by Lendersuch Lender or Issuing Bank (with copies thereof to the Agent), Borrower shall immediately pay to Lender, from time to time as specified by Lender, pay to such Lender or Issuing Bank additional amounts sufficient to compensate such Lender or Issuing Bank for such reduction (but, in light the case of outstanding Base Rate Advances, without duplication of any amounts already recovered by such circumstancesLender or Issuing Bank by reason of an adjustment in the applicable Base Rate). Notwithstanding anything contained herein Each certificate as to the contraryamount payable under this Section 3.17 (which certificate shall set forth the basis for requesting such amounts in reasonable detail), the Xxxx-Xxxxx Xxxx Street Reform submitted to Borrower by any Lender or Issuing Bank in good faith, shall, absent manifest error, be final, conclusive and Consumer Protection Act and binding for all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation of any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementpurposes.

Capital Adequacy. IfIf any Lender shall determine that the adoption of any Applicable Law regarding the capital adequacy of banks or bank holding companies, after the date hereof, either (i) the introduction of or any change in any Applicable Law or any change in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) (A) affects of any such governmental authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the such Lender's capital or assets of Lender or any Person controlling Lender as a consequence ofof its commitment or its obligations to fund or maintain Advances hereunder to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that such Lender's capital was fully utilized prior to such adoption, change or compliance) by an amount deemed by such Lender in good faith to be material and such Lender has attempted in good faith, but without success, to mitigate or eliminate such reduction in its rate of return by assigning its Loans and its portion of the Commitment to an affiliate of such Lender if such assignment would be reasonable under the circumstances as determined by such Lender in its discretion, the existence of good faith and would not be otherwise disadvantageous to such Lender’s commitments or obligations under this Agreement or any of the other Financing Agreements, then, upon the earlier of demand by Lendersuch Lender or the Maturity Date, the Borrower shall immediately pay to such Lender, from time to time as specified by Lender, such additional amounts as shall be sufficient to compensate such Lender in light of for such circumstances. Notwithstanding anything contained herein to reduced return, together with interest on such amount from the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation of any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change fourth (4th) day after the date of this Agreement demand or the Maturity Date, as applicable, until payment in (1) risk-based capital guidelines in effect in full thereof at the United States in effect in Default Rate. A certificate of such Lender setting forth the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments amount to be paid to such regulations adopted prior Lender by the Borrower as a result of any event referred to in this paragraph shall, absent manifest error, be conclusive, and, at the date of this AgreementBorrower's request, such Lender shall set forth the basis for such determination.

Capital Adequacy. IfWithout limiting any other provision of this Master Agreement, after in the date hereofevent that any Lender shall have determined that any law, either treaty, governmental (ior quasi- governmental) rule, regulation, guideline or order regarding capital adequacy not currently in effect or fully applicable as of the introduction of Initial Closing Date, or any change in therein or in the interpretation or application thereof, or compliance by such Lender with any request or directive regarding capital adequacy not currently in effect or fully applicable as of any law or (ii) the making or issuance of any guideline or request from any central bank or other Governmental Authority Initial Closing Date (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) (A) affects from a central bank or would affect the amount of capital required governmental authority or expected to be maintained by Lender body having jurisdiction, does or any of its Affiliates, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the such Lender's capital or assets of Lender or any Person controlling Lender as a consequence ofof its obligations hereunder to a level below that which such Lender could have achieved but for such law, as determined treaty, rule, regulation, guideline or order, or such change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed by such Lender in its discretionto be material, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreements, then, upon then within ten (10) Business Days after written notice and demand by Lendersuch Lender (with copies thereof to the Agent), Borrower Lessee shall immediately pay to Lender, from time to time as specified by Lender, pay to such Lender additional amounts sufficient to compensate such Lender in light of for such circumstances. Notwithstanding anything contained herein to the contraryreduction (but, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation case of outstanding Base Rate Advances, without duplication of any law”, regardless amounts already recovered by such Lender by reason of the date enacted, adopted or issues. For the avoidance of doubt, “change in or an adjustment in the interpretation of any law” applicable Base Rate), provided that the Lessee shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated not be obligated to pay such compensation with respect to reductions incurred by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted Lender more than 120 days prior to the date of that such Lender had actual knowledge thereof. Each certificate as to the amount payable under this AgreementSection 7.5(i) (which certificate shall set forth the basis for requesting such amounts in reasonable detail), submitted to Lessee by any Lender in good faith, shall, absent manifest error, be final, conclusive and binding for all purposes.

Capital Adequacy. IfIf any Lender shall have determined in good faith that the adoption, effectiveness, phase-in or applicability after the date hereofhereof of any law, either rule or regulation (ior any provision thereof) the introduction of regarding capital adequacy, or any change in therein or in the interpretation of or administration thereof after the date hereof by any law or (ii) the making or issuance of any guideline or request from any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) (A) affects of any such Governmental Authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the capital or assets of such Lender or any Person corporation controlling such Lender as a consequence of, as determined by Lender in its discretionor with reference to, the existence of such Lender’s commitments Loans or Commitments or Letters of Credit or participations therein or other obligations under this Agreement hereunder to a level below that which such Lender or any such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of the other Financing Agreementssuch Lender or such controlling corporation with regard to capital adequacy), then, upon demand by Lender, Borrower shall immediately pay to Lender, then from time to time, within fifteen Business Days after receipt by Borrowers from such Lender of the statement referred to in the next sentence, Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction; provided that a Lender shall not be entitled to avail itself of the benefit of this subsection 2.7A to the extent that any such reduction in return was incurred more than 135 days prior to the time as specified by it first makes a demand therefor, unless the circumstance giving rise to such reduced return arose or became applicable retrospectively, in which case no time limit shall apply (provided that such Lender has notified Borrowers within 135 days from the date such circumstances arose or became applicable). Each Lender, upon determining in good faith that any additional amounts sufficient will be payable pursuant to compensate Lender this subsection 2.7A, will give prompt written notice thereof to Borrowers’ Agent (with a copy to Administrative Agent), which notice shall set forth in light reasonable detail the basis of the calculation of such circumstancesadditional amounts. Notwithstanding anything contained herein to Any change arising from (i) the contrary, enactment or enforcement of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as amended, or any rules, regulations, interpretations, guidelines or directives promulgated thereunder and (ii) all requests, rules, guidelines or directives thereunder directions promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or issued in connection therewith shall be deemed to be a “change in any successor or in the interpretation of any law”, regardless of the date enacted, adopted similar authority) or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States regulatory authorities, in effect each case pursuant to Basel III, shall, in the United States on the date each case, be considered a change in law under this subsection and for all other purposes of this Agreement. In determining such additional amounts pursuant to this subsection, including transition ruleseach Lender shall act reasonably and in good faith and will, and (2) to the corresponding capital regulations promulgated by regulatory authorities outside extent the United States, including transition rules, and any amendments increased costs or reductions in amounts receivable relate to such regulations adopted prior Lender’s loans in general and are not specifically attributable to a Loan hereunder, use averaging and attribution methods which are reasonable and which cover all loans similar to the date Loans made by such Lender whether or not the loan documentation for such other loans permits the Lender to receive increased costs of the type described in this Agreement.subsection 2.7A.

Capital Adequacy. If, If after the date hereofClosing Date the Lender shall have determined that the adoption of any Applicable Law, either (i) governmental rule, regulation or order regarding the introduction capital adequacy of banks or bank holding companies, or any change therein, or any change in or in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by the Lender (or any Affiliate of the Lender) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (A) affects but only if such adoption, change, request or would affect directive occurs after the amount of capital required or expected to be maintained by Lender or any of its AffiliatesClosing Date), and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the capital or assets of Lender Lender’s (or any Person controlling Lender Affiliate of the Lender’s) capital as a consequence ofof the amount of the Loan or obligations hereunder to a level below that which it could have achieved but for such adoption, as determined by Lender in its discretionchange or compliance (taking into consideration the Lender’s (or any Affiliate of the Lender’s) policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that the existence Lender’s (or any Affiliate of Lender’s commitments ’s) capital was fully utilized prior to such adoption, change or obligations under this Agreement or any of the other Financing Agreementscompliance), then, promptly upon demand by the Lender, the Borrower shall immediately pay to Lender, from time to time the Lender such Additional Amount or amounts as specified by Lender, additional amounts shall be sufficient to compensate such Lender in light for any such reduction actually suffered; provided, however, that there shall be no duplication of amounts paid to such circumstancesLender pursuant to this sentence and Section 11.2. Notwithstanding anything contained herein A certificate of the Lender setting forth the amount to be paid to the contraryLender by the Borrower as a result of any event referred to in this paragraph shall, absent manifest error, be conclusive. For purposes of this Section 11.3, (i) the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act (including regulations promulgated with respect thereto), and all requests, guidelines or directives in connection therewith, and (ii) all requests, rules, guidelines or directives thereunder promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or issued in connection therewith shall be deemed to be a “change in any successor or in the interpretation of any law”, regardless of the date enacted, adopted similar authority) or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States of America or foreign regulatory authorities, in effect each case in respect of this clause (ii), pursuant to Basel III, are, in the United States on the date case of this Agreement, including transition rules, each of clauses (i) and (2) ii), deemed to have gone into effect and been adopted after the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this AgreementClosing Date.

Capital Adequacy. If, If any Lender shall reasonably and in good faith determine that (i) any change after the date hereofhereof in the general application of any law, either rule, regulation or guideline adopted or arising out of (ix) the introduction June 2006 report of or any change in or in the interpretation Basel Committee on Banking Regulations and Supervisory Practices entitled “Basel II: International Convergence of any law Capital Measurement and Capital Standards: a Revised Framework - Comprehensive Version,” (y) the reports and supporting documentation of the Basel Committee on Banking Supervision commonly referred to as the Basel III accord (“Basel III”) or (iiz) the making or issuance of any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (A) affects or would affect the amount of capital required or expected rules and regulations promulgated pursuant to be maintained by Lender or any of its Affiliates, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the capital or assets of Lender or any Person controlling Lender as a consequence of, as determined by Lender in its discretion, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreements, then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances. Notwithstanding anything contained herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests(“Xxxx-Xxxxx”), rulesin each case together with any amendments thereto, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “any change in or in the interpretation of or administration thereof by any law”domestic or foreign governmental authority, regardless of the date enacted, adopted central bank or issues. For the avoidance of doubt, “change in or in comparable agency charged with the interpretation of or administration thereof, (ii) any law” shall also include any generally applicable change after the date of this Agreement hereof in (1) risk-based capital guidelines in effect in the United States in effect in the United States on or adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy or (iii) compliance by any Lender, or any lending office of any Lender, or the holding company of any Lender, with any generally applicable request or directive regarding capital adequacy (having the force of law) of any such authority, central bank or comparable agency based on any such change or adoption, has the effect of reducing the rate of return on any Lender’s capital to a level below that which such Lender would have achieved but for such adoption, change or compliance (taking into consideration the policies of such Lender with respect to capital adequacy), then upon notice from time to time Borrower shall, without duplication of any other amounts paid by Borrower hereunder, pay to Agent such additional amounts as will compensate such Lenders for such actual reduction with respect to any portion of the Loan, if any, outstanding. Notwithstanding anything to the contrary contained in this AgreementSection 2.9(b), including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments change based upon Basel III or Xxxx-Xxxxx shall be deemed not to such regulations adopted have occurred on or prior to the date of Closing Date. No Lender shall require Borrowers to pay any amounts under this AgreementSection 2.9(b) unless such Lender takes similar action with respect to other similarly situated borrowers with respect to loans where such Lender has a contractual right to do so.

Capital Adequacy. IfWithout limiting any other provision of this Master Agreement, after in the date hereofevent that any Lender shall have determined that any law, either treaty, governmental (ior quasi- governmental) rule, regulation, guideline or order regarding capital adequacy not currently in effect or fully applicable as of the introduction of initial Closing Date, or any change in therein or in the interpretation or application thereof, or compliance by such Lender with any request or directive regarding capital adequacy not currently in effect or fully applicable as of any law or (ii) the making or issuance of any guideline or request from any central bank or other Governmental Authority initial Closing Date (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) (A) affects from a central bank or would affect the amount of capital required governmental authority or expected to be maintained by Lender body having jurisdiction, does or any of its Affiliates, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the such Lender's capital or assets of Lender or any Person controlling Lender as a consequence ofof its obligations hereunder to a level below that which such Lender could have achieved but for such law, as determined treaty, rule, regulation, guideline or order, or such change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed by such Lender in its discretionto be material, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreements, then, upon then within ten (10) Business Days after written notice and demand by Lendersuch Lender (with copies thereof to the Agent), Borrower Lessee shall immediately pay to Lender, from time to time as specified by Lender, pay to such Lender additional amounts sufficient to compensate such Lender in light of for such circumstances. Notwithstanding anything contained herein to the contraryreduction (but, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation case of outstanding Base Rate Advances, without duplication of any law”, regardless amounts already recovered by such Lender by reason of the date enacted, adopted or issues. For the avoidance of doubt, “change in or an adjustment in the interpretation of any law” applicable Base Rate), provided that the Lessee shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated not be obligated to pay such compensation with respect to reductions incurred by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted Lender more than 120 days prior to the date of that such Lender had actual knowledge thereof. Each certificate as to the amount payable under this AgreementSection 7.5(i) (which certificate shall set forth the basis for requesting such amounts in reasonable detail), submitted to Lessee by any Lender in good faith, shall, absent manifest error, be final, conclusive and binding for all purposes.

Capital Adequacy. IfWithout limiting any other provisions of this Agreement, in the event that Lender determines after the date hereof, either (i) hereof that the introduction or change after the date of this Agreement of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, or any change in therein or in the interpretation by any governmental authority or application thereof by any governmental authority after the date of this Agreement, or compliance by Lender with any law request or (ii) the making or issuance of any guideline or request from any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) (A) affects from a central bank or would affect governmental authority or body having jurisdiction over Lender which is introduced or changed after the amount date of capital required this Agreement, does or expected to be maintained by Lender or any of its Affiliates, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the Lender's capital or assets of Lender or any Person controlling Lender as a consequence ofof its obligations hereunder to a level below that which Lender could have achieved but for such law, as determined treaty, rule, regulation, guideline or order or such change or compliance (taking into consideration Lender's policies with respect to capital adequacy and assuming the full utilization of Lender's capital immediately before such adoption, change or compliance) by an amount reasonably deemed by Lender in to be material, then Lender shall promptly after its discretiondetermination of such occurrence notify Borrower thereof. The Borrower agrees to pay to Lender as an additional fee from time to time, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreements, then, upon within ten (10) days after written notice and demand by Lender, Borrower such amount as Lender certifies to be the amount that will compensate it for such reduction in connection with its obligations hereunder. A certificate of Lender claiming compensation under this Section shall immediately pay be conclusive in the absence of manifest error or fraud and shall set forth the nature of the occurrence giving rise to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances. Notwithstanding anything contained herein to the contrarycompensation, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines additional amount or directives thereunder or issued in connection therewith shall be deemed amounts to be a “change in or in paid to it hereunder and the interpretation of any law”method by which such amounts were determined. In determining such amount, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, Lender may use reasonable averaging and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementattribution methods.

Capital Adequacy. If, after the date hereof, either If at any time any Lender determines that (ia) the introduction of of, or any change in or in the interpretation of of, any law law, treaty or governmental rule, regulation or order after the Closing Date regarding capital adequacy or liquidity, (b) compliance with any such law, treaty, rule, regulation or order issued after the Closing Date regarding capital adequacy or liquidity or (iic) the making or issuance of compliance with any guideline or request or directive from any central bank or other Governmental Authority (whether or not having the force of law) (A) affects issued after the Closing Date regarding capital adequacy or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliates, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower liquidity shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the capital or assets of Lender such Lender’s (or any Person corporation controlling Lender such Lender’s) capital as a consequence ofof its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, as determined by Lender in its discretionchange, the existence of Lender’s commitments compliance or obligations under this Agreement or any of the other Financing Agreementsinterpretation, then, upon demand from time to time by Lendersuch Lender (with a copy of such demand to the Administrative Agent), Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of for such circumstancesreduction. Notwithstanding A certificate as to such amounts submitted to Borrower and the Administrative Agent by such Lender shall be prima facie evidence thereof; provided that, notwithstanding anything contained herein to the contrary, contrary (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or and directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in have been enacted, adopted or in issued, as the interpretation of any law”case may be, after the Closing Date, regardless of the date actually enacted, adopted or issuesissued. For the avoidance of doubt, “change in or in the interpretation of Borrower shall not be required to compensate any law” shall also include Lender pursuant to this Section 2.15 for any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted increased costs incurred more than 180 days prior to the date that such Lender notifies the Administrative Agent and Borrower of this Agreementthe events giving rise to such increased costs and of such Lender’s intention to claim compensation therefor; provided that if the events giving rise to such increased costs are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Adequacy. If, after the date hereof, either (i) the introduction of or If any change Change in or in the interpretation of any law or (ii) the making or issuance of any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (A) Law affects or would affect the amount of capital or liquidity required or expected to be maintained by Lender banks or bank holding companies and any of its AffiliatesLender, and Lender the L/C Issuer or the Agent determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender Change in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) Law has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or assets of Lender or any Person controlling Lender the L/C Issuer’s holding company, if any, as a consequence of, as determined by Lender in its discretionof this Agreement, the existence Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s commitments or obligations under this Agreement the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or any the L/C Issuer’s policies and the policies of such Lender’s or the other Financing AgreementsL/C Issuer’s holding company with respect to capital adequacy), then, upon demand by Lender, Borrower shall immediately pay to Lender, then from time to time as specified by the Borrower will pay to such Lender, the Agent or the L/C Issuer, as the case may be, such additional amount or amounts sufficient as will compensate such Lender, the Agent or the L/C Issuer or such Lender’s, the Agent’s or the L/C Issuer’s holding company for any such reduction suffered. The Borrower shall make such payment within ten (10) days after the receipt of the applicable certificate pursuant to compensate Lender §4.7. Each Lender, the L/C Issuer and the Agent shall allocate such cost increases among its customers in light of such circumstancesgood faith and on an equitable basis. Notwithstanding anything contained herein to the contraryforegoing provisions of this Section, none of any Lender, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith L/C Issuer nor the Agent shall be deemed entitled to be a “change in payment pursuant to this Section if it is not at the time the general policy or in the interpretation of any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments practice similarly situated lenders to demand such regulations adopted prior to the date of this Agreementa payment.

Capital Adequacy. If, If after the date hereof, either hereof any Lender determines that (ia) the introduction adoption of or change in any law, rule or regulation regarding capital requirements for banks or bank holding companies or any change in or in the interpretation or application thereof by any governmental authority charged with the administration thereof, or (b) compliance by such Lender or its parent bank holding company with any directive of any law or (ii) the making or issuance of any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (A) affects or would affect the amount of such entity regarding capital required or expected to be maintained by Lender or any of its Affiliatesadequacy, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the such Lender’s or such holding company’s capital or assets of Lender or any Person controlling Lender as a consequence of, as determined by Lender in its discretion, the existence of such Lender’s commitments commitment to make Advances to a level below that which such Lender or obligations under this Agreement holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower thereof. Borrower agrees to pay to such Lender the amount of such reduction in the return on capital as and when such reduction is determined, upon presentation by such Lender of a statement of the other Financing Agreementsamount setting forth the Lender’s calculation thereof. In determining such amount, thensuch Lender may use any reasonable averaging and attribution methods generally applied by such Lender. Without limiting the generality of the foregoing provisions of this § 4.10, upon demand by any change applicable to the banking industry as a whole and lenders generally, and not solely to the Agent or a Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances. Notwithstanding anything contained herein to the contrary, based on: (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in or in the interpretation of any law”, regardless of have occurred ‘after the date enacted, adopted hereof’ or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change ‘after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date Agreement’ for purposes of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement§ 4.10.

Capital Adequacy. If, after the date hereof, either (i) the introduction of If any Lender or any change in or Assignee in the interpretation of Facility determines that compliance with any law or (ii) the making regulation or issuance of with any guideline or request from any central bank or other Governmental Authority governmental agency (whether or not having the force of law) (A) affects or would adversely affect the amount of capital required or expected to be maintained by such Lender or such Assignee, or any of corporation controlling such Lender or such Assignee, as a consequence of, or with reference to, such Lender’s or such Assignee’s or such corporation’s commitments or its Affiliates, and making or maintaining advances below the rate which such Lender determines that or such Assignee or such corporation controlling such Lender or such Assignee could have achieved but for such compliance (taking into account the amount policies of such capital is increased by Lender or based upon the existence of the Loans thensuch Assignee or corporation with regard to capital), upon demand by Lender, then Borrower shall immediately pay to Lendershall, from time to time as specified time, within ninety (90) calendar days after written demand by Lendersuch Lender or such Assignee, pay to such Lender or such Assignee additional amounts sufficient to compensate such Lender in light of or such circumstances, Assignee or such corporation controlling such Lender or such Assignee to the extent that such Lender or such Assignee determines such increase in capital to be is allocable to the existence of the Loans such Lender’s or (B) has or would have the effect of reducing the rate of return on the capital or assets of such Assignee’s obligations hereunder. A certificate as to such amounts, submitted to Borrower by such Lender or any Person controlling Lender as a consequence ofsuch Assignee, as determined by Lender in its discretionshall be conclusive and binding for all purposes, absent manifest error. For purposes of this Section 13.15, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreements, then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances. Notwithstanding anything contained herein to the contrary, the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, publications, orders, guidelines or and directives thereunder or issued in connection therewith and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “change in or in the interpretation of any law”, regardless of the date enacted, have been adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change and gone into effect after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date regardless of this Agreementwhen adopted, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementenacted or issued.

Capital Adequacy. If, after Without limiting the date hereof, either (i) the introduction of or any change in or in the interpretation of any law or (ii) the making or issuance of any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (A) affects or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliates, and Lender determines that the amount of such capital is increased by or based upon the existence effect of the Loans thenforegoing provisions of this Section 5.01 (but without duplication), upon demand by Lender, the Borrower shall immediately pay directly to Lender, any Lender from time to time on request such amounts as specified by Lender, additional amounts sufficient such Lender may reasonably determine to be necessary to compensate such Lender in light of such circumstances, or its parent or holding company for any costs which it determines are attributable to the extent that maintenance by such Lender determines such increase or its parent or holding company (or any Applicable Lending Office), pursuant to any Governmental Requirement following any Regulatory Change, of capital in capital to be allocable to the existence respect of the its Commitment, its Note, its Loans or (B) has or would have the effect any interest held by it in any Letter of reducing Credit, such compensation to include, without limitation, an amount equal to any reduction of the rate of return on the capital assets or assets equity of such Lender or any Person controlling Lender as a consequence of, as determined by Lender in its discretion, the existence of Lender’s commitments parent or obligations under this Agreement holding company (or any of Applicable Lending Office) to a level below that which such Lender or its parent or holding company (or any Applicable Lending Office) could have achieved but for such Governmental Requirement. Such Lender will notify the other Financing Agreements, then, upon demand by Lender, Borrower shall immediately pay that it is entitled to Lender, from time compensation pursuant to time this Section 5.01(c) as specified by Lender, additional amounts sufficient promptly as practicable after it determines to compensate Lender in light of request such circumstancescompensation. Notwithstanding anything contained herein in this Section 5.01(c) to the contrary, none of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith Lenders shall be deemed permitted to be pass through or charge to the Borrower costs under this Section 5.01(c) on a “change discriminatory basis (i.e., which are not also generally passed through or charged by that Lender to any other customers of that Lender similarly situated to the Borrower where that customer is subject to documents providing for that pass through or charges). Nothing in this Section 5.01(c) is intended to entitle any Lender to include in any pass through or charge under this Section 5.01(c) any compensation for any increase of costs or reductions in the interpretation amounts received, receivable or suffered in respect of any law”commitments to extend credit other than the Loans, regardless the Commitments and the Letters of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this AgreementCredit.

Capital Adequacy. IfIf Lender shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof, either it being agreed that “adopted after the date hereof” shall include compliance by Lender or any lending office or holding company of Lender with any Basel Law whether or not such Basel Law was in effect, applicable or phased in on or prior to or after the date hereof pursuant to or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards” or pursuant to or arising out of any report, agreement or convention of any international banking group adopted subsequent to such 1988 report (i) said laws, rules, regulations and guidelines pursuant to or arising out of such 1988 report or any such subsequently adopted report, agreement or convention being sometimes collectively herein referred to as “Basel Laws”), or the introduction adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy (any such other law, rule, regulation or guideline being sometimes herein referred to as “Other Laws”), or any change in any of the foregoing (after the date hereof in respect of Other Laws; before or after the date hereof in respect of Basel Laws) or in the enforcement or interpretation or administration of any law of the foregoing (after the date hereof in respect of Other Laws; before or (iiafter the date hereof in respect of Basel Laws) the making or issuance of by any guideline or request from any Government Authority, central bank or other Governmental Authority comparable agency charged with the enforcement or interpretation or administration thereof, or compliance by Lender (or any lending office of Lender) or any holding company of Lender with any request or directive regarding capital adequacy (whether or not having the force of law) (A) affects of any such authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on Lender’s capital or on the capital or assets of Lender or any Person controlling Lender Lender’s holding company, if any, as a consequence ofof its Loans or any of its obligations hereunder to a level below that which Lender or Lender’s holding company could have achieved but for such applicability, as determined by Lender in its discretionadoption, change or compliance (taking into consideration Lender’s policies and the existence policies of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreementsholding company with respect to capital adequacy) by an amount deemed by Lender to be material, then, upon demand by Lender (or by Agent on such Lender’s behalf), Borrower shall immediately pay to Lender, Lender from time to time such additional amount or amounts as specified by Lender, additional amounts sufficient to will compensate Lender or such Lender’s holding company for any such reduction suffered, together with interest on each such amount from the date demanded until payment in light full (after as well as before judgment) thereof at the Contract Rate. Lender shall endeavor to give Borrower notice of its intention to require compensation under this Section 3.5 within a reasonable time after the loan officer of Lender with responsibility for this Agreement becomes aware of its entitlement to such circumstances. Notwithstanding anything contained herein compensation under this Section 3.5, but no failure to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines give any such notice shall affect or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation relieve Borrower of any law”, regardless of the date enacted, adopted Borrower’s obligations under this Section 3.5 or issues. For the avoidance of doubt, “change in or in the interpretation of under any law” shall also include any change after the date other provision of this Agreement or any other Loan Document or result in any obligation or liability of Agent or Lender to Borrower or any other Person. A certificate of Lender as to the amount required to be paid by Borrower under this Section 3.5 and showing in reasonable detail the basis for the calculation thereof shall, absent manifest error, be final and conclusive (1it being understood that in no event shall any Lender be required to disclose in such certificate or otherwise any non-public information). In determining such amount or amounts, Lender may use any method of averaging and attribution as it (in its sole and absolute discretion) risk-based capital guidelines in effect in shall deem applicable. Notwithstanding the United States in effect in foregoing, Lender shall not be entitled to make a demand for and Borrower shall not be liable for payment of any amount under the United States on the date terms of this Agreement, including transition rules, and (2) provision following payment in full of the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this AgreementObligations.

Capital Adequacy. If(a) In the event that the Lender (for purposes of this Section 2.14, the term “Lender” shall include the Lender and any corporation or bank controlling the Lender) shall have determined that any applicable law, rule, regulation or guideline regarding capital adequacy in effect on the Closing Date, or any change therein effected after the date hereofClosing Date, either (i) the introduction of or any change in or in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any Governmental Body, central bank or other Governmental Authority financial, monetary or other authority, in each case adopted after the Closing Date, charged with the interpretation or administration thereof, or compliance by the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) (A) affects of any such authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the Lender’s capital or assets of Lender or any Person controlling Lender as a consequence ofof its obligations hereunder to a level below that which the Lender could have achieved but for such adoption, as determined by Lender in its discretion, the existence of change or compliance (taking into consideration each Lender’s commitments or obligations under this Agreement or any of the other Financing Agreementspolicies with respect to capital adequacy), then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time time, the Borrowers shall pay upon demand to the Lender such additional amount or amounts as specified by Lenderwill compensate the Lender for such reduction; provided, additional amounts sufficient to compensate Lender in light of such circumstances. Notwithstanding however, that, notwithstanding anything contained herein to the contrary, this Section 2.14 shall be deemed to apply to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and to The Basel III Accord published by The Basel Committee on Banking Supervision, and to all requests, rules, regulations, guidelines or directives thereunder under either of the foregoing or issued in connection therewith shall be deemed to be a “change in or in the interpretation of any law”therewith, regardless of the date enacted, adopted or issuesissued, even if enacted, adopted or issued before the Closing Date. For In determining such amount or amounts, the avoidance Lender may use any reasonable averaging or attribution methods. The Lender shall certify the amount of doubtsuch reduction and provide a reasonably detailed calculation thereof to Administrative Borrower. Notwithstanding anything to the contrary in this Section 2.14, “change in or in Loan Parties shall not be required to compensate the interpretation of Lender pursuant to this Section 2.14 for any law” shall also include any change after the date of this Agreement in amounts incurred more than one hundred eighty (1180) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted days prior to the date that the Lender notifies Administrative Borrower of the Lender’s intention to claim compensation therefor; provided, that, if the circumstances giving rise to such claim have a retroactive effect, then such one hundred eighty (180) day period shall be extended to include the period of such retroactive effect. The protection of this AgreementSection 2.14 shall be available to the Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition.

Capital Adequacy. If, If after the date hereofAgreement Date, either any Lender or Issuing Bank (ior any Affiliate of the foregoing) shall have reasonably determined that the introduction adoption of any Applicable Law, governmental rule, regulation or order regarding the capital adequacy or liquidity of banks or bank holding companies, or any change therein, or any change in or in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Bank (or any Affiliate of the foregoing) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (A) affects but only if such adoption, change, request or would affect directive occurs after the amount of capital required or expected to be maintained by Lender or any of its AffiliatesAgreement Date), and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the capital such Lender’s or assets of Lender Issuing Bank’s (or any Person controlling Lender Affiliate of the foregoing) capital as a consequence of, as determined by Lender in its discretion, the existence of such Lender’s commitments or Issuing Bank’s portion of the Revolving Loan Commitment or obligations under this Agreement hereunder to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or Issuing Bank’s (or any Affiliate of the other Financing Agreementsforegoing) policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that such Lender’s or Issuing Bank’s (or any Affiliate of the foregoing) capital was fully utilized prior to such adoption, change or compliance), then, promptly upon demand by Lendersuch Lender or Issuing Bank, Borrower the Borrowers shall immediately pay to Lender, from time to time as specified by Lender, such Lender or Issuing Bank such additional amounts as shall be sufficient to compensate such Lender in light or Issuing Bank for any such reduction actually suffered; provided, however, that there shall be no duplication of such circumstances. Notwithstanding amounts paid to a Lender pursuant to this sentence and Section 12.3; provided, further, that notwithstanding anything contained herein to the contrarycontrary contained herein, for the purposes of this Section 12.5, the following shall be deemed to have occurred after the Agreement Date: (i) the adoption of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in and (ii) all requests, rules, guidelines or in directives promulgated by the interpretation of Bank for International settlementsSettlements, the Basel Committee on Banking Supervision (or any law”, regardless of the date enacted, adopted successor or issues. For the avoidance of doubt, “change in similar authority) or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States or foreign regulatory authorities, in effect each case pursuant to Basel III. A certificate of such Lender or Issuing Bank setting forth the amount to be paid to such Lender or Issuing Bank by the Borrowers as a result of any event referred to in this paragraph shall, absent manifest error, be conclusive. Such Lender or the Issuing 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 United States sole judgment of such Lender or the Issuing Bank, be otherwise disadvantageous to such Lender or the Issuing Bank. Failure or delay on the date part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 12.5 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that, other than in respect of matters covered by the second proviso to the first sentence of this AgreementSection 12.5, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside Borrowers shall not be required to compensate a Lender or the United States, including transition rules, and Issuing Bank pursuant to this Section 12.5 for any amendments to such regulations adopted reductions in rate of return incurred more than 270 days prior to the date that such Lender or the Issuing Bank notifies the Borrowers of this Agreementthe change in Applicable Law or other occurrence giving rise to such reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefore; provided further that, if the change in Applicable Law or other occurrence giving rise to such increased costs or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Adequacy. IfWithout limiting any other provisions of this Agreement, in the event that the Lender determines after the date hereof, either (i) hereof that the introduction or change after the date of this Agreement of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, or any change in therein or in the interpretation or application thereof after the date of this Agreement, or compliance by the Lender with any law request or (ii) the making or issuance of any guideline or request from any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) (A) affects from a central bank or would affect governmental authority or body having jurisdiction which is introduced or changed after the amount date of capital required this Agreement, does or expected to be maintained by Lender or any of its Affiliates, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the Lender's capital or assets of Lender or any Person controlling Lender as a consequence ofof its obligations hereunder or under a Letter of Credit to a level below that which the Lender could have achieved but for such law, as determined by Lender in its discretiontreaty, rule, regulation, guideline or order or such change or compliance (taking into consideration the existence of Lender’s commitments or obligations under this Agreement or any 's policies with respect to capital adequacy and assuming the full utilization of the other Financing AgreementsLender's capital immediately before such adoption, thenchange or compliance) by an amount reasonably deemed by the Lender to be material, upon demand by Lender, then the Lender shall promptly after its determination of such occurrence notify the Borrower shall immediately thereof. The Borrower agrees to pay to Lender, the Lender as an additional fee from time to time as specified time, within ten (10) days after written notice and demand by the Lender, additional amounts sufficient such amount as the Lender certifies to be the amount that will compensate it for such reduction in connection with its obligations hereunder or under a Letter of Credit. A certificate of the Lender claiming compensation under this Section 4.07 shall be conclusive in light the absence of manifest error or fraud and shall set forth the nature of the occurrence giving rise to such circumstances. Notwithstanding anything contained herein to the contrarycompensation, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines additional amount or directives thereunder or issued in connection therewith shall be deemed amounts to be a “change in or in paid to it hereunder and the interpretation of any law”method by which such amounts were determined. In determining such amount, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, Lender may use reasonable averaging and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementattribution methods.

Capital Adequacy. If, If after the date hereof, either (i) the introduction adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Restatement Date) or any change in the interpretation of or administration thereof by any law governmental authority, central bank or (ii) comparable agency charged with the making interpretation or administration thereof, including any such change resulting from the enactment or issuance of any guideline regulation or request from regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any central bank directive regarding capital adequacy or other Governmental Authority liquidity (whether or not having the force of law) (A) affects of any such governmental authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the any Lender’s capital or assets of Lender or any Person controlling Lender as a consequence ofof its obligations hereunder with respect to the Loans to a level below that which it could have achieved but for such adoption, as determined by Lender in its discretion, the existence of change or compliance (taking into consideration such Lender’s commitments policies with respect to capital adequacy or obligations under this Agreement liquidity immediately before such adoption, change or any compliance and assuming that such Lender’s (or the bank holding company of the other Financing Agreementssuch Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender, the Borrower shall immediately promptly pay to Lender, from time to time as specified by Lender, such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in light of such circumstances. Notwithstanding full thereof at the Default Rate; provided that notwithstanding anything contained herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in enacted, adopted or in issued after the interpretation of any law”date hereof, regardless of the date enacted, adopted or issuesissued. For A certificate of such Lender setting forth the avoidance of doubt, “change in or in amount to be paid to such Lender by the interpretation Borrower as a result of any law” event referred to in this paragraph and supporting calculations in reasonable detail shall also include be presumptively correct absent manifest error. Notwithstanding any change after the date other provision of this Agreement Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in (1) risk-based capital guidelines in effect in the United States in effect in the United States similar circumstances under comparable provisions of other credit agreements. Failure or delay on the date part of any Lender to demand compensation pursuant to the foregoing provisions of this AgreementSection 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, including transition rules, and provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (26) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted months prior to the date that such Lender notifies the Borrower of this Agreementthe circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. IfIf the Bank shall have determined that the ---------------- adoption or phase-in after the date hereof of any applicable law, rule or regulation regarding capital requirements for banks or bank holding companies, or any change therein after the date hereof, either (i) the introduction of or any change in or in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive of such entity regarding capital adequacy (whether or not having the force of law) (A) affects or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliates, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the Bank's capital or assets with respect to any of Lender or any Person controlling Lender as a consequence of, as determined by Lender in its discretion, the existence of Lender’s commitments or obligations under this Agreement or Term Loans and/or the within-described term loan facilities and/or any of the other Financing AgreementsObligations to a level below that which the Bank could have achieved (taking into consideration the Bank's policies with respect to capital adequacy immediately before such adoption, thenphase-in, upon demand change or compliance and assuming that the Bank's capital was then fully utilized) but for such adoption, phase- in, change or compliance by Lender, any amount deemed by the Bank to be material: (i) the Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower; and (ii) the Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances. Notwithstanding anything contained herein forthwith to the contraryBank as an additional fee such amount as the Bank certifies to be the amount that will compensate it for such reduction with respect to the any of Term Loans and/or the within-described term loan facilities and/or any of the other Obligations. A certificate of the Bank claiming compensation under this Section shall be conclusive in the absence of manifest error; provided that the Bank will not claim compensation under this Section unless the Bank is seeking similar compensation generally from other similar borrowers whose loan documents contain similar provisions. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines additional amount or directives thereunder or issued in connection therewith shall be deemed amounts to be a “change in or in paid to it hereunder and the interpretation of method by which such amounts were determined. In determining such amounts, the Bank may use any law”, regardless reasonable averaging and attribution methods. No failure on the part of the date enacted, adopted or issues. For the avoidance Bank to demand compensation on any one occasion shall constitute a waiver of doubt, “change in or in the interpretation of its right to demand such compensation on any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States other occasion and no failure on the date part of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside Bank to deliver any certificate in a timely manner shall reduce any obligation of the United States, including transition rules, and any amendments to such regulations adopted prior Borrower to the date of Bank under this AgreementSection.

Capital Adequacy. IfIf any Bank shall, at any time, reasonably determine that (a) the adoption (i) after the date hereofof this Agreement, either of any capital adequacy guidelines or (ii) at any time, of any other applicable law, government rule, regulation or order regarding capital adequacy of banks or bank holding companies, (b) any change in (i) any of the introduction of or any change in or in the interpretation of any law foregoing or (ii) the making interpretation or issuance administration of any guideline or request from of the foregoing by any Governmental Authority, central bank or other Governmental Authority comparable agency or (c) compliance with any policy, guideline, directive or request regarding capital adequacy (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) (A) affects of any Governmental Authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the capital of such Bank to a level below that which such Bank could have achieved but for such adoption, change or assets compliance (taking into consideration the policies of Lender such Bank with respect to capital adequacy in effect immediately before such adoption, change or any Person controlling Lender compliance) and (x) such reduction is as a consequence of the Commitment of, or the making, converting or continuing of any Loans by, such Bank hereunder and (y) such reduction is reasonably deemed by such Bank to be material, then (1) such Bank shall deliver to the Borrower and the Administrative Agent a certificate stating the reduction in the rate of return such Bank will in the future suffer as determined a result of its Commitment or the making, converting or continuing any Loans by Lender in it to the Borrower hereunder and (2) the Borrower shall, within 30 days after its discretionreceipt of such certificate, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreementsat its sole option, then, upon demand by Lender, Borrower shall immediately either (A) pay to Lender, the Administrative Agent for the account of such Bank from time to time as specified by Lender, additional amounts such Bank such amount as shall be sufficient to compensate Lender such Bank for such reduced return, or (B) replace such Bank in light accordance with the provisions of such circumstances. Notwithstanding anything contained herein to Section 5.10; PROVIDED, HOWEVER, that if the contrary, Borrower does not exercise the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued option specified in connection therewith shall be deemed to be a “change in or in the interpretation of any law”, regardless clause (B) above within 30 days after receipt of the date enactedcertificate referred to above, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in then (1) risk-based capital guidelines in effect such Bank shall deliver to the Borrower and the Administrative Agent a second certificate stating the reduction in the United States in effect in the United States on the date rate of this Agreement, including transition rules, return of such Bank and (2) the corresponding capital regulations promulgated Borrower shall promptly pay, as specified by regulatory authorities outside the United Statessuch Bank, including transition rules, and any amendments to such regulations adopted prior to the date Administrative Agent for the account of such Bank amounts sufficient to compensate such Bank for the reduction in its rate of return. The amount stated in any certificate delivered to the Borrower pursuant to the provisions of this AgreementSection 5.7 shall be conclusive and binding for all purposes, absent manifest error. In determining any such amount, such Bank may use reasonable averaging and attribution methods. The payments required under this Section 5.7 are in addition to any other payments and indemnities required hereunder.

Capital Adequacy. If, If a Lender shall determine at any time after the date hereofEffective Date that the adoption of any law, either (i) the introduction of rule, guideline or regulation regarding capital adequacy, or compliance with any law, rule, guideline or regulation regarding capital adequacy, or any change in therein or in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender with any request or directive or compliance with any law, rule, guideline or regulation regarding capital adequacy (whether or not having the force of law) (A) affects from any such authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the a Lender's capital or assets of Lender or any Person controlling Lender as a consequence ofof its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then Baldxxx xxxll pay to such Lender upon demand such amount or amounts, in addition to the amounts payable under the other provisions of this Credit Agreement, as determined by will compensate such Lender in its discretion, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreements, then, upon for such reduction. Any such demand by Lendersuch Lender hereunder shall be in writing, Borrower and shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender set forth the reasons for such demand and copies of all documentation reasonably relevant in light of such circumstancessupport thereof. Notwithstanding anything contained herein the foregoing, no Lender will be entitled to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation of receive such additional amount for any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in period which is more than six (16) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted months prior to the date of such Lender's written demand to Baldxxx xx provided hereunder. Determinations by a Lender for purposes of this AgreementSection 3.13(d) of the additional amount or amounts required to compensate such Lender in respect of the foregoing shall be conclusive in the absence of manifest error. In determining such amount or amounts, a Lender may use any reasonable averaging and attribution methods.

Capital Adequacy. If, after the date hereof, Lender shall have reasonably determined that either (i) the introduction adoption (after the date hereof) of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in or in the interpretation of or administration thereof by any law Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by Lender (or any lending office of Lender) with any request or directive (issued after the making or issuance of any guideline or request from any central bank or other Governmental Authority date hereof) regarding capital adequacy (whether or not having the force of law) (A) affects of any such authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of having general application to lenders such capital is increased by or based upon the existence of the Loans then, upon demand by as Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the Lender's capital or assets of Lender or any Person controlling Lender as a consequence ofof its or Borrower's obligations hereunder to a level below that which Lender could have achieved but for such adoption, as determined change or compliance by an amount reasonably deemed by Lender in its discretionto be material, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreementsthen from time to time, then, upon within five (5) days after demand by Lender, Borrower shall immediately pay to Lender, from time to time Lender such additional amount as specified by Lender, additional amounts sufficient to will adequately compensate Lender in light for such reduction, provided that Borrower will not be required to pay any more than similarly situated customers of such circumstancesLender. Notwithstanding anything contained herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation Lender will notify Borrower of any law”event of which it has actual knowledge, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change occurring after the date thereof, which will entitle Lender to compensation pursuant to this Section 2.07. No failure by Lender to immediately demand payment of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date any additional amounts payable hereunder shall constitute a waiver of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and Lender's right to demand payment of such amounts at any amendments to such regulations adopted prior to the date of this Agreementsubsequent time.

Capital Adequacy. IfIf any Bank shall determine that any applicable law, after the date hereofrule or regulation regarding capital adequacy, either (i) the introduction of or any change therein, or any change in or in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof or compliance by such Bank (or its lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) (A) affects of any such authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the such Bank's capital or assets of Lender or any Person controlling Lender as a consequence ofof its obligations hereunder or credit extended by it hereunder to a level below that which such Bank could have achieved but for such law, as determined rule, regulation, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by Lender in its discretionan amount deemed by such Bank to be material, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreements, then, upon demand by Lender, Borrower shall immediately pay to Lender, then from time to time as specified by Lender, such Bank the Company shall pay such additional amount or amounts sufficient as will compensate such Bank for such reduction in rate of return. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to compensate Lender be paid to it hereunder in light of such circumstances. Notwithstanding anything contained herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith reasonable detail shall be deemed prima facie correct. In determining such amount, such Bank may use any reasonable averaging and attribution methods. A Bank shall not be entitled to be compensation under this Section with respect to any change, adoption or interpretation (a “change in or in "Change") for any period prior to the interpretation earlier of any law”, regardless (i) the date it notifies the Company of the date enacted, adopted Change or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after (ii) the date of this Agreement in which thirty (130) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted days prior to the date such Bank obtains actual knowledge of this Agreementthe Change giving rise to the request for compensation if the Company is notified of the Change prior to the lapse of such 30-day period. Each Bank and the Agent shall use reasonable efforts to minimize the cost imposed on the Company in respect of any such increased capital requirement and shall compute the assessment of any such cost related to such increased capital on a nondiscriminatory basis among the Company, on the one hand, and other borrowers to which it applies, on the other hand, and neither such Bank nor any corporation controlling such Bank nor the Agent shall be entitled to demand compensation or be compensated for any increased capital requirement from the Company hereunder in excess of the amount so computed.

Capital Adequacy. If, If after the date hereofAgreement Date, either any Lender or Issuing Bank (ior any Affiliate of the foregoing) shall have reasonably determined that the introduction adoption of any Applicable Law, governmental rule, regulation or order regarding the capital adequacy or liquidity of banks or bank holding companies, or any change therein, or any change in or in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Bank (or any Affiliate of the foregoing) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (A) affects but only if such adoption, change, request or would affect directive occurs after the amount of capital required or expected to be maintained by Lender or any of its AffiliatesAgreement Date), and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the capital such Lender’s or assets of Lender Issuing Bank’s (or any Person controlling Lender Affiliate of the foregoing) capital as a consequence of, as determined by Lender in its discretion, the existence of such Lender’s commitments or Issuing Bank’s portion of the Revolving Loan Commitment or obligations under this Agreement hereunder to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or Issuing Bank’s (or any Affiliate of the other Financing Agreementsforegoing) policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that such Lender’s or Issuing Bank’s (or any Affiliate of the foregoing) capital was fully utilized prior to such adoption, change or 152 compliance), then, promptly upon demand by Lendersuch Lender or Issuing Bank, Borrower the Borrowers shall immediately pay to Lender, from time to time as specified by Lender, such Lender or Issuing Bank such additional amounts as shall be sufficient to compensate such Lender in light or Issuing Bank for any such reduction actually suffered; provided, however, that there shall be no duplication of such circumstances. Notwithstanding amounts paid to a Lender pursuant to this sentence and Section 12.3; provided, further, that notwithstanding anything contained herein to the contrarycontrary contained herein, for the purposes of this Section 12.5, the following shall be deemed to have occurred after the Agreement Date: (i) the adoption of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in and (ii) all requests, rules, guidelines or in directives promulgated by the interpretation of Bank for International settlements, the Basel Committee on Banking Supervision (or any law”, regardless of the date enacted, adopted successor or issues. For the avoidance of doubt, “change in similar authority) or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States regulatory authorities, in effect each case pursuant to Basel III. A certificate of such Lender or Issuing Bank setting forth the amount to be paid to such Lender or Issuing Bank by the Borrowers as a result of any event referred to in this paragraph shall, absent manifest error, be conclusive. Such Lender or the Issuing 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 United States sole judgment of such Lender or the Issuing Bank, be otherwise disadvantageous to such Lender or the Issuing Bank. Failure or delay on the date part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 12.5 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that, other than in respect of matters covered by the second proviso to the first sentence of this AgreementSection 12.5, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside Borrowers shall not be required to compensate a Lender or the United States, including transition rules, and Issuing Bank pursuant to this Section 12.5 for any amendments to such regulations adopted reductions in rate of return incurred more than 270 days prior to the date that such Lender or the Issuing Bank notifies the Borrowers of this Agreementthe change in Applicable Law or other occurrence giving rise to such reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefore; provided further that, if the change in Applicable Law or other occurrence giving rise to such increased costs or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Adequacy. If, after the date hereof, either If any Bank shall have determined that (i) the introduction of or any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation or (iii) any change in the interpretation or administration of any law or (ii) the making or issuance of any guideline or request from Capital Adequacy Regulation by any central bank or other Governmental Authority (whether charged with the interpretation or not having administration thereof, in each case occurring after the force of law) (A) date hereof, affects or would affect the amount of capital required or expected to be maintained by Lender such Bank or any of its Affiliates, corporation controlling such Bank and Lender (taking into consideration such Bank’s or such corporation’s policies with respect to capital adequacy and such Bank’s desired return on capital) determines that the amount of such capital is increased by as a consequence of its Commitment, loans or based upon obligations under this Agreement, then, within 10 days after demand of such Bank to the existence Borrowers through the Administrative Agent (which demand shall be in writing and shall set forth in reasonable detail the calculation of such amounts), each of the Loans then, upon demand by Lender, Borrower Borrowers severally shall immediately pay to Lendersuch Bank, from time to time as specified by Lenderthe Bank, its pro rata share of additional amounts sufficient to compensate Lender in light of the Bank for such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the capital or assets of Lender or any Person controlling Lender as a consequence of, as determined by Lender in its discretion, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreements, then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstancesincrease. Notwithstanding anything contained herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation of any law”Capital Adequacy Regulation, regardless of the date enacted, adopted or issues. For issued, and (ii) all requests, rules, guidelines, requirements and directives promulgated by the avoidance of doubtBank for International Settlements, “change in the Basel Committee on Banking Supervision (or in the interpretation of any law” shall also include any change after the date of this Agreement in (1successor or similar authority) risk-based capital guidelines in effect in or the United States or foreign regulatory authorities, in effect each case pursuant to Basel III, shall in the United States on each case be deemed to be a change in Capital Adequacy Regulation regardless of the date of this Agreementenacted, including transition rulesadopted, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementissued or implemented.”

Capital Adequacy. If, If after the date hereof, either (i) the introduction adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Restatement Date) or any change in the interpretation of or administration thereof by any law governmental authority, central bank or (ii) comparable agency charged with the making interpretation or administration thereof, including any such change resulting from the enactment or issuance of any guideline regulation or request from regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any central bank directive regarding capital adequacy or other Governmental Authority liquidity (whether or not having the force of law) (A) affects of any such governmental authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the any Lender’s capital or assets of Lender or any Person controlling Lender as a consequence ofof its obligations hereunder with respect to the Loans and the Commitments to a level below that which it could have achieved but for such adoption, as determined by Lender in its discretion, the existence of change or compliance (taking into consideration such Lender’s commitments policies with respect to capital adequacy or obligations under this Agreement liquidity immediately before such adoption, change or any compliance and assuming that such Lender’s (or the bank holding company of the other Financing Agreementssuch Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender, the Borrower shall immediately promptly pay to Lender, from time to time as specified by Lender, such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Maturity Date, as applicable, until payment in light of such circumstances. Notwithstanding full thereof at the Default Rate; provided that notwithstanding anything contained herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in enacted, adopted or in issued after the interpretation of any law”date hereof, regardless of the date enacted, adopted or issuesissued. For A certificate of such Lender setting forth the avoidance of doubt, “change in or in amount to be paid to such Lender by the interpretation Borrower as a result of any law” event referred to in this paragraph and supporting calculations in reasonable detail shall also include be presumptively correct absent manifest error. Notwithstanding any change after the date other provision of this Agreement Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in (1) risk-based capital guidelines in effect in the United States in effect in the United States similar circumstances under comparable provisions of other credit agreements. Failure or delay on the date part of any Lender to demand compensation pursuant to the foregoing provisions of this AgreementSection 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, including transition rules, and provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (26) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted months prior to the date that such Lender notifies the Borrower of this Agreementthe circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If, after the date hereof, either any Credit Facility Lender (ior any Affiliate of any Credit Facility Lender) shall have reasonably determined that the introduction adoption of any Applicable Law, governmental rule, regulation or order regarding the capital adequacy of banks or bank holding companies, or any change therein, or any change in or in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by any Credit Facility Lender (or any Affiliate of any Credit Facility Lender) with any request or directive regarding capital adequacy (whether or not having the force of law) (A) affects of any such Governmental Authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the capital or assets of Credit Facility Lender (or any Person controlling Lender Affiliate of Credit Facility Lender) as a consequence of, as determined by Lender in its discretion, the existence of any of such Credit Facility Lender’s commitments obligations hereunder to a level below that which it could have achieved but for such adoption, change or obligations under this Agreement compliance (taking into consideration the policies of any Credit Facility Lender (or Affiliate of any Credit Facility Lender) with respect to capital adequacy immediately before such adoption, change or compliance and assuming that the capital of the other Financing Agreementssuch Credit Facility Lender (or Affiliate of such Credit Facility Lender) was fully utilized prior to such adoption, change or compliance), then, upon demand by such Credit Facility Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, such lender such additional amounts as shall be sufficient to compensate Lender in light of such circumstances. Notwithstanding anything contained herein to the contrarylender for any such reduction actually suffered; provided, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith that there shall be deemed no duplication of amounts paid to any Credit Facility Lender pursuant to this sentence and Section 15.1. Such Credit Facility Lender’s determination of the amount to be paid to such lender by Borrower as a “change in or in the interpretation result of any law”event referred to in this Section 15.2 shall, regardless of the date enactedabsent manifest error, adopted or issues. For the avoidance of doubtbe deemed final, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, binding and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementconclusive upon Borrower.

Capital Adequacy. IfExcept as provided in Section 3.6, if any Lender shall have determined that compliance by such Lender with any change after the date hereofhereof in any applicable law, either (i) the introduction governmental rule, regulation or order regarding capital adequacy of banks or bank holding companies, or any change in interpretation or in the interpretation of administration thereof by any law or (ii) the making or issuance of any guideline or request from any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender with any request or directive regarding capital adequacy if such Lender reasonably believes that compliance therewith is in accordance with customary commercial practice (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) (A) affects of any such authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the such Lender’s capital or assets of Lender or any Person controlling Lender as a consequence of, as determined by Lender in its discretion, the existence of such Lender’s commitments or obligations under this Agreement or any of hereunder to a level below that which such Lender could have achieved but for such compliance (taking into consideration such Lender’s policies with respect to capital adequacy immediately before such compliance and assuming that such Lender’s capital was fully utilized prior to such compliance) by an amount deemed by such Lender to be material, then the other Financing Agreements, then, upon Borrower will on demand by Lenderthe Administrative Agent, Borrower shall immediately accompanied by the certificate referred to below, pay to Lender, the Administrative Agent from time to time as specified by Lender, such Lenders as are so affected such additional amounts as shall be sufficient to compensate Lender in light of such circumstances. Notwithstanding anything contained herein to the contraryLenders for such reduced return, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation of any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change together with interest on each such amount from 15 Banking Days after the date demanded until payment in full thereof at the rate of this Agreement interest on overdue installments of principal provided in (1) risk-based capital guidelines in effect Section 3.1. A certificate of an officer of any such Lender setting forth the amount to be paid to it and the basis for computation thereof hereunder shall, in the United States in effect in the United States on the date absence of this Agreementmanifest error, including transition rulesbe conclusive. In determining such amount, such Lender may use any reasonable averaging and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementattribution methods.

Capital Adequacy. If, after the date hereof, either If any Lender shall determine that (ia) the introduction after the Effective Date of or any Capital Adequacy Regulation, (b) any change after the Effective Date in or any Capital Adequacy Regulation, (c) any change after the Effective Date in the interpretation or administration of any law or (ii) the making or issuance of any guideline or request from Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (whether d) compliance by such Lender (or not having the force of lawits Lending Office) (A) or any corporation controlling such Lender, with any Capital Adequacy Regulation; affects or would affect the amount of capital required or expected to be maintained by such Lender or any of its Affiliates, corporation controlling such Lender and Lender (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital is increased by as a consequence of its Commitments, Loans, credits or based upon the existence of the Loans obligations under this Agreement, then, within 10 Business Days after demand of such Lender, the Company shall upon demand by Lender, Borrower shall immediately pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light for such increase; provided, however, that, if the designation of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence an alternative branch or lending office of the Loans Lender will avoid or (B) has reduce such increased amount the Lender will designate such alternative branch or would have lending office, subject to its determination that such designation is not disadvantageous to such Lender. For the effect avoidance of reducing the rate of return on the doubt, this Section 3.04 shall apply to all requests, rules, guidelines or directives concerning capital or assets of Lender or any Person controlling Lender as a consequence of, as determined by Lender adequacy issued in its discretion, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreements, then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances. Notwithstanding anything contained herein to the contrary, connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation of any law”Act, regardless of the date enactedadopted, adopted issued, promulgated or issues. For implemented but only if any such requirements are generally applicable to (and for which reimbursement is generally being sought by the avoidance of doubt, “change Lenders in or in the interpretation of any law” shall also include any change after the date of respect of) credit transactions similar to this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior transaction from borrowers similarly situated to the date of this AgreementCompany.

Capital Adequacy. IfTo the extent not covered by Article III hereof, if any Bank shall have determined, after the date hereof, either (i) that the introduction adoption of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in or in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) (A) affects of any such authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on such Bank's capital (or the capital or assets of Lender or any Person controlling Lender its holding company) as a consequence ofof its obligations hereunder to a level below that which such Bank (or its holding company) could have achieved but for such adoption, as determined change or compliance (taking into consideration such Bank's policies or the policies of its holding company with respect to capital adequacy) by Lender in its discretionan amount deemed by such Bank to be material, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreementsthen from time to time, then, upon within fifteen (15) days after demand by Lendersuch Bank (with a copy to Administrative Agent), Borrower shall immediately pay to Lendersuch Bank such additional amount or amounts as shall compensate such Bank (or its holding company) for such reduction, from time provided that Borrower's obligation under this Section 10.7 are limited to time as specified by Lender, additional amounts sufficient to compensate Lender in light the parts of such circumstancesreduction directly related to the Loans. Notwithstanding No Bank shall enforce this provision solely against Borrower or against a few of such Bank's customers without in each case generally enforcing these (or similar) provisions in other contracts (provided that, anything contained herein to the contrarycontrary notwithstanding, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith (a) no Bank shall be deemed required to disclose to any Company the identity of or the nature of the Bank's relationship with, any other of such Bank's customers and (b) a general written statement of Bank regarding the satisfaction of this requirement shall be satisfactory to Borrower). Each Bank shall designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. Failure on the part of any Bank to demand compensation for any reduction in return on capital with respect to any period shall not constitute a “change waiver of such Bank's rights to demand compensation for any reduction in return on capital in such period or in the interpretation any other period. The protection of this Section shall be available to each Bank regardless of any law”, regardless possible contention of the date enactedinvalidity or inapplicability of the law, adopted regulation or issues. For the avoidance of doubt, “change in or in the interpretation of any law” other condition which shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementhave been imposed.

Capital Adequacy. IfIn the event that any Lender, after subsequent to the date hereofClosing Date, either determines in the exercise of its reasonable business judgment that (ix) the introduction of or any change in applicable Law, rule, regulation or guideline regarding capital adequacy, or (y) any change in the interpretation of any law or administration thereof, or (iiz) the making compliance by such Lender with any new request or issuance of any guideline or request from any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) (A) affects of any central bank or would affect the amount of capital required other governmental or expected to be maintained by Lender or any of its Affiliatesregulatory authority, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the such Lender's capital or assets of Lender or any Person controlling Lender as a consequence of, as determined of its obligations hereunder to a level below that which such Lender could have achieved but for such change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed material by such Lender in the exercise of its discretionreasonable business judgment, the existence Borrowers agree to pay to such Lender, no later than five (5) days following demand by such Lender, such additional amount or amounts as will compensate such Lender for such reduction in rate of Lender’s commitments or obligations under return; provided that notwithstanding anything in this Agreement or any of the other Financing Agreements, then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances. Notwithstanding anything contained herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “"change in or in the interpretation of any law”applicable Law", regardless of the date enacted, adopted or issuesissued. For the avoidance In determining such amount or amounts, such Lender may use any reasonable averaging or attribution methods. The protection of doubt, “change in or in the interpretation this Section 5.9 shall be available to any Lender regardless of any law” possible contention of invalidity or inapplicability with respect to the applicable Law, regulation or condition. A certificate of a Lender setting forth such amount or amounts as shall also include be necessary to compensate such Lender with respect to this Section 5.9 and the calculation thereof, when delivered to Borrowers, shall be conclusive and binding on each Borrower absent manifest error. In the event a Lender exercises its rights pursuant to this Section 5.9, and subsequent thereto determines that the amounts paid by Borrowers exceeded the amount which such Lender actually required to compensate such Lender for any change after the date reduction in rate of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States return on its capital, such excess shall be returned to Borrowers by such Lender. Failure or delay on the date part of any Lender to demand compensation pursuant to this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments Section 5.9 shall not constitute a waiver of such Lender's right to demand such regulations adopted prior to the date of this Agreementcompensation.

Capital Adequacy. IfIf (1) the adoption, after the date hereof, either of any applicable governmental law, rule or regulation regarding capital adequacy, (i2) any change, after the introduction of or any change in or date hereof, in the interpretation or administration of any law such law, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (ii3) the making compliance by a Lender or issuance of any corporation or bank controlling a Lender with any applicable guideline or request from of general applicability, issued after the date hereof, by any central bank or other Governmental Authority (whether or not having the force of law) that constitutes a change of the nature described in clause (A2) affects or would affect ("Capital Adequacy Change"), has the effect of (x) requiring an increase in the amount of capital required or expected to be maintained by a Lender or any of its Affiliates, and corporation or bank controlling a Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (By) has or would have the effect of reducing the rate of return on assets or capital of such Lender (or such corporation or bank) and such adoption, change or compliance, as the capital case may be, relates to a category of claims or assets of Lender or any Person controlling Lender as a consequence of, as determined by Lender in its discretionthat includes such Lender's Loan Amount, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreements, then, upon demand by Lender, Borrower shall immediately pay to Lender, such Lender from time to time such additional amount or amounts as specified by Lender, additional amounts sufficient are necessary to compensate such Lender in light for such portion of such circumstances. Notwithstanding anything contained herein increase or reduction as shall be reasonably allocable to such Lender's Loan Amount; provided, that no such amounts shall be payable by the Borrower to any Lender pursuant to this Section 5.2 unless such Lender certifies to the contraryBorrower that (A) such Lender is assessing to its other borrowers (of loans similar to the Loans) comparable allocable costs, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (B) such Lender believes that such costs are generally applicable to lenders similarly situated to and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation of any law”, regardless of the date enacted, adopted or issuessame jurisdiction as such Lender. For the avoidance of doubt, “change in or the matters set forth in the interpretation Consultative Document titled "The New Basel Capital Accord" issued by the Basel Committee on Banking Supervision in April 2003 will not be treated, for purposes of determining whether any Lender is entitled to compensation under this Section 5.2, as having been enacted or having come into effect before the date of this Agreement. Each Lender will notify the Borrower of any law” shall also include any change event occurring after the date of this Agreement that will entitle such Lender to compensation pursuant to this Section 5.2 as promptly as practicable but in (1) risk-based capital guidelines any event within 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in effect in the United States in effect in the United States on respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this AgreementSection 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Change.

Capital Adequacy. If, after the date hereof, either If at any time any Lender determines that (ia) the introduction of of, or any change in or in the interpretation of of, any law law, treaty or governmental rule, regulation or order after the Closing Date regarding capital adequacy or liquidity, (b) compliance with any such law, treaty, rule, regulation or order issued after the Closing Date regarding capital adequacy or liquidity or (iic) the making or issuance of compliance with any guideline or request or directive from any central bank or other Governmental Authority (whether or not having the force of law) (A) affects issued after the Closing Date regarding capital adequacy or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliates, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower liquidity shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the capital or assets of Lender such Lender’s (or any Person corporation controlling Lender such Lender’s) capital as a consequence ofof its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, as determined by Lender in its discretionchange, the existence of Lender’s commitments compliance or obligations under this Agreement or any of the other Financing Agreementsinterpretation, then, upon demand from time to time by Lendersuch Lender (with a copy of such demand to the Administrative Agent), Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of for such circumstancesreduction. Notwithstanding A certificate as to such amounts submitted to Borrower and the Administrative Agent by such Lender shall be prima facie evidence thereof; provided that, notwithstanding anything contained herein to the contrary, contrary (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or and directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in have been enacted, adopted or in issued, as the interpretation of any law”case may be, after the Closing Date, regardless of the date actually enacted, adopted or issuesissued. For the avoidance of doubt, “change in or in the interpretation of Borrower shall not be required to compensate any law” shall also include Lender pursuant to this Section 2.15 for any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted increased costs incurred more than 180 days prior to the date that such Lender notifies the Administrative Agent and Borrower of this Agreement.the events giving rise to such increased costs and of such Xxxxxx’s intention to claim compensation therefor; provided that if the events giving rise to such increased costs are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. Section 2.16

Capital Adequacy. If, If after the date hereofAgreement Date, either any Lender or any Issuing Bank (ior any Affiliate of the foregoing) shall have reasonably determined that the introduction adoption of any applicable law, governmental rule, regulation or order regarding the capital adequacy of banks or bank holding companies, or any change therein, or any change in or in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or such Issuing Bank (or any Affiliate of the foregoing) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank or comparable agency (A) affects but only if such adoption, change, request or would affect directive occurs after the amount of capital required or expected to be maintained by Lender or any of its AffiliatesAgreement Date), and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the capital such Lender’s or assets of Lender such Issuing Bank’s (or any Person controlling Lender Affiliate of the foregoing) capital as a consequence of, as determined by Lender in its discretion, the existence of such Lender’s commitments or such Issuing Bank’s Revolving Loan Commitment or obligations under this Agreement hereunder to a level below that which it could have achieved but for such 139 adoption, change or compliance (taking into consideration such Lender’s or such Issuing Bank’s (or any Affiliate of the other Financing Agreementsforegoing) policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that such Lender’s or such Issuing Bank’s (or any Affiliate of the foregoing) capital was fully utilized prior to such adoption, change or compliance), then, promptly upon demand by Lendersuch Lender or such Issuing Bank, Borrower the Borrowers shall immediately pay to Lender, from time to time as specified by Lender, such Lender or such Issuing Bank such additional amounts as shall be sufficient to compensate such Lender in light or such Issuing Bank for any such reduction actually suffered; provided, however, that there shall be no duplication of amounts paid to a Lender pursuant to this sentence and Section 12.3. A certificate of such circumstances. Notwithstanding anything contained herein to Lender or such Issuing Bank setting forth the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed amount to be paid to such Lender or such Issuing Bank by the Borrowers as a “change in or in the interpretation result of any law”event referred to in this paragraph shall, regardless of the date enactedabsent manifest error, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementbe conclusive.

Capital Adequacy. IfIf any Lender shall determine that the adoption or implementation of any applicable law, after the date hereofrule, either (i) the introduction of regulation or treaty regarding capital adequacy, or any change therein, or any change in or in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) (A) affects of any such authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the capital or assets of such Lender or any Person controlling such Lender (a "Parent") as a consequence ofof its obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, as determined change or compliance (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender in its discretionto be material, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreements, then, upon demand by Lender, Borrower shall immediately pay to Lender, then from time to time time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Company shall pay to such Lender such additional amount or amounts as specified by Lender, will compensate such Lender for such reduction. A statement of any Lender claiming compensation under this Section and setting forth the additional amount or amounts sufficient to be paid to it hereunder shall be conclusive absent manifest error; provided that the determination thereof is made on a reasonable basis; and provided further that the Company shall not be obligated to compensate such Lender in light of for any such circumstances. Notwithstanding anything contained herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation of any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted reduction occurring more than 180 days prior to the date time such Lender first notifies the Company of this Agreementsuch adoption, implementation, change or compliance. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Capital Adequacy. IfIf Lender shall determine in its commercially reasonable judgment that the adoption or taking effect of, or any change in, any applicable Law regarding capital adequacy, in each instance, after the date hereofClosing Date, either (i) the introduction of or any change in or after the Closing Date in the interpretation of interpretation, administration or application thereof by any law or (ii) the making or issuance of any guideline or request from any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation, administration or application thereof, or the compliance by Lender or any Person controlling Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) (A) affects of any such Governmental Authority, central bank or would affect comparable agency adopted or otherwise taking effect after the amount of capital required or expected to be maintained by Lender or any of its AffiliatesClosing Date, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the Lender’s or such controlling Person’s capital or assets of Lender or any Person controlling Lender as a consequence of, as determined by Lender in its discretion, the existence of Lender’s commitments obligations hereunder to a level below that which Lender or obligations under this Agreement such controlling Person could have achieved but for such adoption, taking effect, change, interpretation, administration, application or any of the other Financing Agreements, then, upon demand by compliance (taking into consideration Lender, Borrower shall immediately pay ’s or such controlling Person’s policies with respect to Lender, capital adequacy) then from time to time time, upon written demand by Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail), Borrowers shall promptly pay to Lender such additional amount as specified by Lender, additional amounts sufficient to will compensate Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is two hundred seventy (270) days prior to the date on which Lender first made demand therefor; provided, however, that notwithstanding anything in light of such circumstances. Notwithstanding anything contained herein this Agreement to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in or in the interpretation of any lawapplicable Law”, regardless of the date enacted, adopted or issuesissued. For the avoidance of doubtThis Section 2.8(g) shall not apply to Taxes, “change in or in the interpretation of any law” which shall also include any change after the date of this Agreement in be governed exclusively by Section 2.8(a) through (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementf).

Capital Adequacy. If, after the date hereof, either If any Lender or Issuing Bank (i) the introduction of or any change in or in the interpretation of any law or (ii) the making or issuance of any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (A) affects or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliates, and Lender determines that the amount of such capital is increased by or based upon the existence Affiliate of the Loans then, upon demand by Lender, Borrower foregoing) shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender have reasonably determined that a Change in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) Law has or would have the effect of reducing the rate of return on the capital such Lender’s or assets of Lender Issuing Bank’s (or any Person controlling Lender Affiliate of the foregoing) capital as a consequence of, as determined by Lender in its discretion, the existence of such Lender’s commitments or Issuing Bank’s portion of the Revolving Loan Commitment or obligations under this Agreement hereunder to a level below that which it could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s (or any Affiliate of the other Financing Agreementsforegoing) policies with respect to capital adequacy or liquidity immediately before such Change in Law and assuming that such Lender’s or Issuing Bank’s (or any Affiliate of the foregoing) capital was fully utilized prior to such adoption, change or compliance), then, promptly upon demand, which demand shall be accompanied by Lenderthe certificate described in the last sentence of this Section 11.5, by such Lender or Issuing Bank, the Borrower shall immediately pay to Lender, from time to time as specified by Lender, such Lender or Issuing Bank such additional amounts as shall be sufficient to compensate such Lender in light or Issuing Bank for any such reduction actually suffered; provided, however, that there shall be no duplication of amounts paid to a Lender pursuant to this sentence and Section 11.3. A certificate of such circumstances. Notwithstanding anything contained herein to Lender or Issuing Bank setting forth the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed amount to be paid to such Lender or Issuing Bank by the Borrower as a “change in or in the interpretation result of any law”event referred to in this paragraph shall, regardless of absent manifest error, be conclusive. The Issuing Bank and each Lender shall endeavor to notify the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation Borrower of any law” shall also include any change event occurring after the date of this Agreement entitling the Issuing Bank or such Lender, as the case may be, to compensation under this Section 11.5 within one hundred eighty (180) days after the Issuing Bank or such Lender, as the case may be, obtains actual knowledge thereof; provided that if the Issuing Bank or such Lender, as the case may be, fails to give such notice within one hundred eighty (180) days after it obtains actual knowledge of such an event, the Issuing Bank or such Lender, as the case may be, shall, with respect to compensation payable pursuant to this Section 11.5 in (1) risk-based capital guidelines in effect in the United States in effect in the United States on respect of any costs resulting from such event, only be entitled to payment under this Section 11.5 for costs incurred from and after the date of this Agreement, including transition rules, and one hundred eighty (2180) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted days prior to the date of this Agreementthat the Issuing Bank or such Lender, as the case may be, gives such notice.

Capital Adequacy. If, If any Lender shall have reasonably determined that the adoption (after the date hereofAgreement Date) of any Applicable Law regarding the capital adequacy of banks or bank holding companies, either (i) the introduction of or any change in Applicable Law after the Agreement Date or any change after the Agreement Date in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender with any directive issued or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) (A) affects of any such governmental authority, central bank or would affect comparable agency, in each case first promulgated after the amount of capital required or expected to be maintained by Lender or any of its AffiliatesAgreement Date, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the such Lender's capital or assets of Lender or any Person controlling Lender as a consequence ofof its obligations hereunder to a level below that which it could have achieved but for such adoption, as determined change or compliance (taking into consideration such Lender's policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that such Lender's capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then such Lender shall promptly notify the Borrower of such adoption, compliance, or change. Within sixty (60) days of written notice by such Lender, the Borrower shall, in its discretion, (i) provide a replacement lender or lenders for such Lender, which replacement lender or lenders will be subject to the existence of Lender’s commitments or obligations under this Agreement or any approval of the other Financing AgreementsAdministrative Agent, thenwhich, upon demand by Lenderso long as no Default or Event of Default shall then exist, shall not be unreasonably withheld, and the Administrative Agent, such Lender and the Borrower shall immediately pay take all necessary actions to Lendertransfer the rights, duties and obligations of such Lender to such replacement lender or lenders within such sixty (60) day period (including, without limitation, the payment in full of all Obligations hereunder due to the Lender being replaced), or (ii) thereafter, from time to time as specified upon demand by such Lender, promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender in light of for such circumstances. Notwithstanding anything contained herein to reduced return, together with interest on such amount from the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation of any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change fourth (4th) day after the date of this Agreement demand until payment in (1) risk-based capital guidelines full thereof at the Base Rate plus the Applicable Margin in effect for Base Rate Advances under the Revolving Commitment; provided, however, that notwithstanding the foregoing, the Borrower shall have no obligation to provide any such replacement bank or make any such payment in the United States event that the first such demand in effect respect of any such regulatory change, request or directive regarding capital adequacy was sent by such Lender more than ninety (90) days after it became aware of the 55 62 applicability of such regulatory change, request or directive to the Loans. Such Lender will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the United States on the date judgment of this Agreementsuch Lender, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments be otherwise materially disadvantageous to such regulations adopted prior Lender. A certificate of such Lender setting forth the amount to be paid to such Lender by the date Borrower as a result of any event referred to in this Agreementparagraph and supporting calculations in reasonable detail shall be conclusive, absent manifest error.

Capital Adequacy. IfIf the Lender shall have determined that, after the date hereof, either (i) the introduction adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in or in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any central bank or other Governmental Authority charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) (A) affects or would affect , but if not having the amount force of capital required or expected to be maintained by Lender or any of its Affiliateslaw, and Lender determines that the amount of such capital compliance with which is increased by or based upon in accordance with the existence general practice of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, for borrowers similarly situated to the extent that Lender determines such increase in capital Borrower with respect to be allocable to the existence extensions of credit of the Loans or (Btype contemplated by this Agreement) of any such Governmental Authority has or would have the effect of reducing the rate of return on the capital or assets of the Lender (or any Person controlling the Lender (its “Parent”)) as a consequence of, as determined by Lender in its discretion, of the existence of Lender’s commitments obligations hereunder to a level below that which the Lender (or obligations under this Agreement its Parent) could have achieved but for such adoption, change or any of compliance (taking into consideration the other Financing AgreementsLender’s policies with respect to capital adequacy) by an amount deemed by the Lender to be material, then, upon demand by Lender, Borrower shall immediately pay to Lender, then from time to time as specified time, within 15 days after demand by the Lender, additional amounts sufficient to compensate Lender in light of such circumstances. Notwithstanding anything contained herein the Borrower shall pay to the contraryLender (or its Parent, as the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and case may be) such additional amount or amounts as will compensate the Lender (or its Parent, as the case may be) for such reduction. The Lender agrees that it will not request payment from the Borrower under this Section 2.10 unless it makes a request for payment from all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation of any law”, regardless of the date enacted, adopted or issues. For Lender’s similarly situated customers under provisions of the avoidance of doubt, “change type described in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this AgreementSection 2.10.

Capital Adequacy. If, after the date hereof, either If any Lender or Issuing Bank (i) the introduction of or any change in or in the interpretation of any law or (ii) the making or issuance of any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (A) affects or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliates, and Lender determines that the amount of such capital is increased by or based upon the existence Affiliate of the Loans then, upon demand by Lender, Borrower foregoing) shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender have reasonably determined that a Change in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) Law has or would have the effect of reducing the rate of return on the capital such Lender’s or assets of Lender Issuing Bank’s (or any Person controlling Lender Affiliate of the foregoing) capital as a consequence of, as determined by Lender in its discretion, the existence of such Lender’s commitments or Issuing Bank’s portion of the Revolving Loan Commitment or obligations under this Agreement hereunder to a level below that which it could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s (or any Affiliate of the other Financing Agreementsforegoing) policies with respect to capital adequacy immediately before such Change in Law and assuming that such Lender’s or Issuing Bank’s (or any Affiliate of the foregoing) capital was fully utilized prior to such adoption, change or compliance), then, promptly upon demand, which demand shall be accompanied by Lenderthe certificate described in the last sentence of this Section 12.5, Borrower by such Lender or Issuing Bank, the Borrowers shall immediately pay to Lender, from time to time as specified by Lender, such Lender or Issuing Bank such additional amounts as shall be sufficient to compensate such Lender in light or Issuing Bank for any such reduction actually suffered; provided, however, that there shall be no duplication of amounts paid to a Lender pursuant to this sentence and Section 12.3. A certificate of such circumstances. Notwithstanding anything contained herein to Lender or Issuing Bank setting forth the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed amount to be paid to such Lender or Issuing Bank by the Borrowers as a “change in or in the interpretation result of any law”event referred to in this paragraph shall, regardless of absent manifest error, be conclusive. Each Issuing Bank and each Lender shall endeavor to notify the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation Borrowers of any law” shall also include any change event occurring after the date of this Agreement entitling such Issuing Bank or such Lender, as the case may be, to compensation under this Section 12.5 within one hundred eighty (180) days after such Issuing Bank or such Lender, as the case may be, obtains actual knowledge thereof; provided that if such Issuing Bank or such Lender, as the case may be, fails to give such notice within one hundred eighty (180) days after it obtains actual knowledge of such an event, such Issuing Bank or such Lender, as the case may be, shall, with respect to compensation payable pursuant to this Section 12.5 in (1) risk-based capital guidelines in effect in the United States in effect in the United States on respect of any costs resulting from such event, only be entitled to payment under this Section 12.5 for costs incurred from and after the date of this Agreement, including transition rules, and one hundred eighty (2180) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted days prior to the date of this Agreement.that such Issuing Bank or such Lender, as the case may be, gives such notice. JURISDICTION,

Capital Adequacy. If, If after the date hereofof this Credit Agreement, either (i) any Bank has determined that the introduction adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in or in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Bank with any request or directive regarding capital adequacy (whether or not having the force of law) (A) affects of any such authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the such Bank's capital or assets of Lender or any Person controlling Lender as a consequence of, as determined by Lender in of its discretion, the existence of Lender’s commitments or obligations under hereunder to a level below that which such Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy), then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. Upon determining in good faith that any additional amounts will be payable pursuant to this Agreement Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made on a reasonable basis. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other Financing Agreementsperiod; provided, thenhowever, upon that if such demand by Lenderis made more than 180 days after the Bank had knowledge of the occurrence of any event described above regarding capital adequacy, the Borrower shall immediately pay not be obligated to Lender, from time to time as specified by Lender, additional reimburse the Bank for amounts sufficient to compensate Lender in light of such circumstances. Notwithstanding anything contained herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation of any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted incurred prior to the date of on which the Borrower receives such demand for compensation under this AgreementSection 2.14.

Capital Adequacy. IfIf any Lender shall determine that the adoption, after the date hereof, either (i) of any Applicable Law regarding the introduction capital adequacy of banks or bank holding companies, or any change therein or in any Applicable Law existing as of the date hereof, or any change in or in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) (A) affects of any such governmental authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the such Lender's capital or assets of Lender or any Person controlling Lender as a consequence ofof its commitment of its obligations to fund or maintain Advances hereunder to a level below that which it could have achieved but for such adoption, as determined change or compliance (taking into consideration such Lender's policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that such Lender's capital was fully utilized prior to such adoption, change or compliance) by an amount deemed by such Lender in its discretion, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreementsgood faith to be material, then, upon the earlier of demand by Lendersuch Lender or the Facility C Maturity Date, Borrower the Borrowers, on a joint and several basis, shall immediately pay to such Lender, from time to time as specified by Lender, such additional amounts as shall be sufficient to compensate such Lender for such reduced return, together with interest on such amount from the fourth (4th) day after the date of demand or the Facility C Maturity Date, as applicable, until payment in light of such circumstancesfull thereof at the Default Rate then applicable to Base Rate Advances. Notwithstanding anything contained herein to Any Lender claiming compensation under this Section 2.12 shall notify the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation Borrowers of any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change event occurring after the date of this Agreement entitling such Lender to such compensation as promptly as practicable, but in any event within forty-five (145) riskdays, after such Lender obtains actual knowledge thereof; provided, however, that if such Lender fails to give such notice within forty-based capital guidelines five (45) days after it obtains actual knowledge of such an event, such Lender shall, with respect to such compensation in effect in the United States in effect in the United States on respect of any costs resulting from such event, only be entitled to payment under this Section 2.12 for costs incurred from and after the date of this Agreement, including transition rules, and forty-five (245) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted days prior to the date that such Lender does give such notice. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrowers as a result of any event referred to in this Agreementparagraph shall, absent manifest error, be conclusive, and, at a Borrower's request, such Lender shall set forth the basis for such determination.

Capital Adequacy. IfWithout limiting any other provision of this Master Agreement, after in the date hereofevent that any Lender shall have determined that any law, either treaty, governmental (ior quasi-governmental) rule, regulation, guideline or order regarding capital adequacy not currently in effect or fully applicable as of the introduction of Initial Closing Date, or any change in therein or in the interpretation or application thereof after the Initial Closing Date, or compliance by such Lender with any request or directive regarding capital adequacy not currently in effect or fully applicable as of any law or (ii) the making or issuance of any guideline or request from any central bank or other Governmental Authority Initial Closing Date (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) (A) affects from a central bank or would affect the amount of capital required governmental authority or expected to be maintained by Lender body having jurisdiction, does or any of its Affiliates, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the such Lender's capital or assets of Lender or any Person controlling Lender as a consequence ofof its obligations hereunder to a level below that which such Lender could have achieved but for such law, as determined treaty, rule, regulation, guideline or order, or such change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed by such Lender in its discretionto be Material, then within ten (10) Business Days after written notice and demand by such Lender (with copies thereof to the Agent), the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing AgreementsLessees, thenjointly and severally, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, pay to such Lender additional amounts sufficient to compensate such Lender for such reduction (but, in the case of outstanding Base Rate Advances, without duplication of any amounts already recovered by such Lender by reason of an adjustment in the applicable Base Rate). Each certificate as to the amount payable under this Section 7.5(h) (which certificate shall set forth the basis for requesting such amounts in reasonable detail), submitted to Dollar by any Lender in light of such circumstances. Notwithstanding anything contained herein to the contrarygood faith, the Xxxx-Xxxxx Xxxx Street Reform shall, absent manifest error, be final, conclusive and Consumer Protection Act and binding for all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “change in or in the interpretation of any law”, regardless of the date enacted, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementpurposes.

Capital Adequacy. If, after In the date hereof, either (i) the introduction of event that a Regulatory Change does or any change in or in the interpretation of any law or (ii) the making or issuance of any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (A) affects or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliates, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the such Bank's capital or assets of Lender or any Person controlling Lender as a consequence ofof its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, as determined change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by Lender in its discretionan amount deemed by such Bank to be material, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreements, then, upon demand by Lender, Borrower shall immediately pay to Lender, then from time to time time, ten (10) days after submission by such Bank to the Borrower (with a copy to the Agent) of a written request therefor, together with a certificate (which shall be conclusive absent manifest error), setting forth the calculations evidencing such requested additional amount, and the law or regulation with respect thereto and certifying that such request is consistent with such Bank's treatment of other similar customers having similar provisions generally in their agreements with such Bank, and that such request is being made on the basis of a reasonable allocation of the costs resulting from such law or regulation, the Borrower shall pay to such Bank such additional amount or amounts as specified by Lenderwill compensate such Bank for such reduction. Allocations shall not be deemed reasonable unless made ratably, additional amounts sufficient to the extent practicable, to all affected assets, commitments, activities or other relevant aspects of such Bank's business, whether or not the Bank is entitled to compensation with respect thereto. Notwithstanding the foregoing, the Borrower shall only be obligated to compensate Lender in light of such circumstances. Notwithstanding anything contained herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines Bank for any amount under this subsection arising or directives thereunder or issued in connection therewith shall be deemed to be a “change in or occurring during (i) in the interpretation case of each such request for compensation, any law”, regardless of the date enacted, adopted time or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in period commencing not more than sixty (160) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted days prior to the date on which such Bank submits such request and (ii) any other time or period during which, because of the unannounced retroactive application of such law, regulation, interpretation, request or directive, such Bank could not have known that the resulting reduction in return might arise. Each Bank will notify the Borrower that it is entitled to compensation pursuant to this Agreementsubsection as promptly as practicable after it determines to request such compensation; provided, however, that the failure to provide such notice shall not restrict the ability of such Bank to be reimbursed under this Section 2.12 except as provided in clause (i) above.

Capital Adequacy. If, after the date hereofAgreement Date, either any Lender or Issuing Bank (ior any Affiliate of the foregoing) shall have reasonably determined that the introduction adoption of any Applicable Law, governmental rule, regulation or order regarding the capital adequacy of banks or bank holding companies, or any change therein, or any change in or in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Bank (or any Affiliate of the foregoing) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (A) affects but only if such adoption, change, request or would affect directive occurs after the amount of capital required or expected to be maintained by Lender or any of its AffiliatesAgreement Date), and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the capital such Lender’s or assets of Lender Issuing Bank’s (or any Person controlling Lender Affiliate of the foregoing) capital as a consequence of, as determined by Lender in its discretion, the existence of such Lender’s commitments or Issuing Bank’s Revolving Loan Commitment or obligations under this Agreement hereunder to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or Issuing Bank’s (or any Affiliate of the other Financing Agreementsforegoing) policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that such Lender’s or Issuing Bank’s (or any Affiliate of the foregoing) capital was fully utilized prior to such adoption, change or compliance), then, promptly upon demand by Lendersuch Lender or Issuing Bank, Borrower the Borrowers shall immediately pay to Lender, from time to time as specified by Lender, such Lender or Issuing Bank such additional amounts as shall be sufficient to compensate such Lender in light or Issuing Bank for any such reduction actually suffered; provided that there shall be no duplication of amounts paid to a Lender pursuant to this sentence and Section 12.3. A certificate of such circumstances. Notwithstanding anything contained herein to Lender or Issuing Bank setting forth the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed amount to be paid to such Lender or Issuing Bank by the Borrowers as a “change in or in the interpretation result of any law”event referred to in this Section shall, regardless of the date enactedabsent manifest error, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementbe conclusive.

Capital Adequacy. If, after In the date hereof, either (i) the introduction of or event that any change in or in the interpretation of any law or (ii) the making or issuance of any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) (A) affects or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliates, and Lender determines shall have determined that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) a Regulatory Change has or would have the effect of reducing the rate of return on the such Lender's capital or assets of Lender or any Person controlling Lender as a consequence ofof its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, as determined change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed by such Lender in its discretionto be material, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreements, then, upon demand by Lender, Borrower shall immediately pay to Lender, then from time to time time, ten (10) days after submission by such Lender to the Borrowers (with a copy to the Administrative Agent) of a written request therefor, together with a certificate (which shall be conclusive absent manifest error), setting forth the calculations evidencing such requested additional PAGE 42 amount, and the law or regulation with respect thereto and certifying that such request is consistent with such Lender's treatment of other similar customers having similar provisions generally in their agreements with such Lender and that such request is being made on the basis of a reasonable allocation of the costs resulting from such law or regulation, the Borrowers shall, jointly and severally, pay to such Lender such additional amount or amounts as specified by will compensate such Lender for such reduction. Allocations shall not be deemed reasonable unless made ratably, to the extent practicable, to all affected assets, commitments, activities or other relevant aspects of such Lender's business, additional amounts sufficient whether or not the Lender is entitled to compensation with respect thereto. Notwithstanding the foregoing, the Borrowers shall only be obligated to compensate such Lender in light of such circumstances. Notwithstanding anything contained herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines for any amount under this subsection arising or directives thereunder or issued in connection therewith shall be deemed to be a “change in or occurring during (a) in the interpretation case of each such request for compensation, any law”, regardless of the date enacted, adopted time or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in period commencing not more than ninety (190) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted days prior to the date on which such Lender submits such request and (b) any other time or period during which, because of the unannounced retroactive application of such law, regulation, interpretation, request or directive, such Lender reasonably could not have known that the resulting reduction in return might arise. Each Lender will notify the Borrowers that it is entitled to compensation pursuant to this Agreementsubsection as promptly as practicable after it determines to request such compensation; PROVIDED, HOWEVER, that the failure to provide such notice shall not restrict the ability of such Lender to be reimbursed under this Section 2.13.

Capital Adequacy. IfIn the event that any Lender, after subsequent to the date hereofClosing Date, either determines in the exercise of its reasonable business judgment that (ix) the introduction of or any change in applicable Law, rule, regulation or guideline regarding capital adequacy, or (y) any change in the interpretation of any law or administration thereof, or (iiz) the making compliance by such Lender with any new request or issuance of any guideline or request from any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of lawLaw) (A) affects of any central bank or would affect the amount of capital required other governmental or expected to be maintained by Lender or any of its Affiliatesregulatory authority, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the such Lender's capital or assets of Lender or any Person controlling Lender as a consequence of, as determined of its obligations hereunder to a level below that which such Lender could have achieved but for such change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed material by such Lender in the exercise of its discretionreasonable business judgment, the existence Borrowers agree to pay to such Lender, no later than five (5) days following demand by such Lender, such additional amount or amounts as will compensate such Lender for such reduction in rate of Lender’s commitments or obligations under return; provided that notwithstanding anything in this Agreement or any of the other Financing Agreements, then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances. Notwithstanding anything contained herein to the contrary, (i) the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “"change in or in the interpretation of any law”applicable Law", regardless of the date enacted, adopted or issuesissued. For In determining such amount or amounts, such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.6 shall be available to any Lender regardless of any possible contention of invalidity or inapplicability with respect to the avoidance applicable Law, regulation or condition. A certificate of doubta Lender setting forth such amount or amounts as shall be necessary to compensate such Lender with respect to this Section 3.6 and the calculation thereof, “when delivered to the Borrowers, shall be conclusive and binding on Borrowers absent manifest error. Each Lender hereby agrees that the amounts set forth in such certificate shall reflect such Lender's reasonable allocation, in a nondiscriminatory manner among borrowers having obligations to such Lender similar to those of the Borrowers, of the aggregate of such cost increases or yield reductions resulting from any such change in or in applicable Law. In the interpretation of any law” shall also include any change after the date of event a Lender exercises its rights pursuant to this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rulesSection 3.6, and (2) subsequent thereto reasonably determines that the corresponding capital regulations promulgated amounts paid by regulatory authorities outside the United StatesBorrowers exceeded the amount which such Lender actually required to compensate such Lender for any reduction in rate of return on its capital, including transition rules, and any amendments to such regulations adopted prior excess shall be promptly returned to the date of this AgreementBorrowers by such Lender.

Capital Adequacy. If, If after the date hereofAgreement Date, either any Lender or Issuing Bank (ior any Affiliate of the foregoing) shall have reasonably determined that the introduction adoption of any Applicable Law, governmental rule, regulation or order regarding the capital adequacy of banks or bank holding companies, or any change therein, or any change in or in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Bank (or any Affiliate of the foregoing) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (A) affects but only if such adoption, change, request or would affect directive occurs after the amount of capital required or expected to be maintained by Lender or any of its AffiliatesAgreement Date), and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the capital such Lender’s or assets of Lender Issuing Bank’s (or any Person controlling Lender Affiliate of the foregoing) capital as a consequence of, as determined by Lender in its discretion, the existence of such Lender’s commitments or Issuing Bank’s portion of the Revolving Loan Commitment or obligations under this Agreement hereunder to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or Issuing Bank’s (or any Affiliate of the other Financing Agreementsforegoing) policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that such Lender’s or Issuing Bank’s (or any Affiliate of the foregoing) capital was fully utilized prior to such adoption, change or compliance), then, promptly upon demand by Lendersuch Lender or Issuing Bank, Borrower the Borrowers shall immediately pay to Lender, from time to time as specified by Lender, such Lender or Issuing Bank such additional amounts as shall be sufficient to compensate such Lender in light or Issuing Bank for any such reduction actually suffered; provided, however, that there shall be no duplication of 128 amounts paid to a Lender pursuant to this sentence and Section 12.3. A certificate of such circumstances. Notwithstanding anything contained herein to Lender or Issuing Bank setting forth the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed amount to be paid to such Lender or Issuing Bank by the Borrowers as a “change result of any event referred to in this paragraph shall, absent manifest error, be conclusive. Such Lender or the Issuing 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 interpretation sole judgment of such Lender or the Issuing Bank, be otherwise disadvantageous to such Lender or the Issuing Bank. Failure or delay on the part of any law”, regardless Lender or the Issuing Bank to demand compensation pursuant to this Section 12.5 shall not constitute a waiver of such Lender’s or the date enacted, adopted Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or issues. For the avoidance Issuing Bank pursuant to this Section 12.5 for any reductions in rate of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted return incurred more than 270 days prior to the date that such Lender or the Issuing Bank notifies the Borrowers of this Agreementthe change in Applicable Law or other occurrence giving rise to such reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefore.

Capital Adequacy. IfIf any Lender or Issuing Bank (or any Affiliate of the foregoing) shall have reasonably determined that the adoption of any applicable law, governmental rule, regulation or order after the date hereofAgreement Date regarding the capital adequacy of banks or bank holding companies, either (i) the introduction of or any change therein, or any change in or in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Bank (or any Affiliate of the foregoing) with any request or directive regarding capital adequacy (whether or not having the force of law) (A) affects of any such governmental authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the capital such Lender's or assets of Lender Issuing Bank's (or any Person controlling Lender Affiliate of the foregoing) capital as a consequence ofof such Lender's or Issuing Bank's Revolving Loan Commitments or Letter of Credit Commitment, as determined by Lender in its discretionapplicable, the existence of Lender’s commitments or obligations under this Agreement hereunder to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or Issuing Bank's (or any Affiliate of the other Financing Agreementsforegoing) policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that such Lender's or Issuing Bank's (or any Affiliate of the foregoing) capital was fully utilized prior to such adoption, change or compliance), then, upon within thirty (30) days of demand by Lendersuch Lender or Issuing Bank, the Borrower shall immediately pay to Lender, from time to time as specified by Lender, such Lender or Issuing Bank such additional amounts as shall be sufficient to compensate such Lender in light or Issuing Bank for any such reduction actually suffered; provided, however, that there shall be no duplication of amounts paid to a Lender pursuant to this sentence and Section 12.3. A certificate of such circumstances. Notwithstanding anything contained herein to Lender or Issuing Bank setting forth the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed amount to be paid to such Lender or Issuing Bank by the Borrower as a “change in or in the interpretation result of any law”event referred to in this paragraph shall, regardless of the date enactedabsent manifest error, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementbe conclusive.

Capital Adequacy. If, If after the date hereof, either any Lender or Issuing Bank (ior any affiliate of the foregoing) shall have reasonably determined that the introduction adoption of any applicable law, governmental rule, regulation or order regarding the capital adequacy of banks or bank holding companies, or any change therein, or any change in or in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Bank (or any affiliate of the foregoing) with any request or directive regarding capital adequacy (whether or not having the force of law) (A) affects of any such governmental authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the capital such Lender's or assets of Lender Issuing Bank's (or any Person controlling Lender affiliate of the foregoing) capital as a consequence ofof such Lender's or Issuing Bank's Commitment or Obligations hereunder to a level below that which it could have achieved but for such adoption, as determined by Lender in its discretion, the existence of change or compliance (taking into consideration such Lender’s commitments 's or obligations under this Agreement Issuing Bank's (or any affiliate of the other Financing Agreementsforegoing) policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that such Lender's or Issuing Bank's (or any affiliate of the foregoing) capital was fully utilized prior to such adoption, change or compliance), then, upon demand by Lendersuch Lender or Issuing Bank, the Borrower shall immediately pay to Lender, from time to time as specified by Lender, such Lender or Issuing Bank such additional amounts as shall be sufficient to compensate such Lender in light or Issuing Bank for any such reduction actually suffered; provided, however, that there shall be no duplication of amounts paid to a Lender pursuant to this sentence and Section 11.3 hereof. A certificate of such circumstances. Notwithstanding anything contained herein to Lender or Issuing Bank setting forth the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed amount to be paid to such Lender or Issuing Bank by the Borrower as a “change in or in the interpretation result of any law”event referred to in this paragraph shall, regardless of the date enactedabsent manifest error, adopted or issuesbe conclusive. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.ARTICLE 11

Capital Adequacy. IfIf any Bank shall, at any time, reasonably determine that (a) the adoption (i) after the date hereofof this Agreement, either (i) the introduction of or any change in or in the interpretation of any law capital adequacy guidelines or (ii) the making or issuance at any time, of any guideline other applicable law, government rule, regulation or request from order regarding capital adequacy of banks or bank holding companies, (b) any change in (I) any of the foregoing or (II) the interpretation or administration of any of the foregoing by any Governmental Authority, central bank or other Governmental Authority comparable agency or (c) compliance with any policy, guideline, directive or request regarding capital adequacy (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) (A) affects of any Governmental Authority, central bank or would affect the amount of capital required or expected to be maintained by Lender or any of its Affiliatescomparable agency, and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the capital of such Bank to a level below that which such Bank could have achieved but for such adoption, change or assets compliance (taking into consideration the policies of Lender such Bank with respect to capital adequacy in effect immediately before such adoption, change or any Person controlling Lender compliance) and (x) such reduction is as a consequence of the Subsidiary Commitment of, or the making, converting or continuing of any Subsidiary Loans to the Subsidiary Borrower by, such Bank hereunder and (y) such reduction is reasonably deemed by such Bank to be material, then (1) such Bank shall deliver to the Subsidiary Borrower and the Administrative Agent a certificate stating the reduction in the rate of return such Bank will in the future suffer as determined a result of its Subsidiary Commitment or the making, converting or continuing any Subsidiary Loans by Lender in it hereunder and (2) the Subsidiary Borrower shall, within 30 days after its discretionreceipt of such certificate, the existence of Lender’s commitments or obligations under this Agreement or any of the other Financing Agreementsat its sole option, then, upon demand by Lender, Borrower shall immediately either (A) pay to Lender, the Administrative Agent for the account of such Bank from time to time as specified by Lender, additional amounts such Bank such amount as shall be sufficient to compensate Lender such Bank for such reduced return, or (B) replace such Bank in light accordance with the provisions of such circumstances. Notwithstanding anything contained herein to Section 3.10; provided, however, that if the contrary, Subsidiary Borrower does not exercise the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued option specified in connection therewith shall be deemed to be a “change in or in the interpretation of any law”, regardless clause (B) above within 30 days after receipt of the date enactedcertificate referred to above, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in then (1) risk-based capital guidelines in effect such Bank shall deliver to the Subsidiary Borrower and the Administrative Agent a second certificate stating the reduction in the United States in effect in the United States on the date rate of this Agreement, including transition rules, return of such Bank and (2) the corresponding capital regulations promulgated Subsidiary Borrower shall promptly pay, as specified by regulatory authorities outside the United Statessuch Bank, including transition rules, and any amendments to such regulations adopted prior to the date Administrative Agent for the account of such Bank amounts sufficient to compensate such Bank for the reduction in its rate of return. The amount stated in any certificate delivered to the Subsidiary Borrower pursuant to the provisions of this AgreementSection 3.7 shall be conclusive and binding for all purposes, absent manifest error. In determining any such amount, such Bank may use reasonable averaging and attribution methods. The payments required under this Section 3.7 are in addition to any other payments and indemnities required hereunder.

Capital Adequacy. If, after the date hereofAgreement Date, either any Lender or Issuing Bank (ior any Affiliate of the foregoing) shall have reasonably determined that the introduction adoption of any Applicable Law, governmental rule, regulation or order regarding the capital adequacy of banks or bank holding companies, or any change therein, or any change in or in the interpretation of or administration thereof by any law or (ii) the making or issuance of any guideline or request from any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Bank (or any Affiliate of the foregoing) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (A) affects but only if such adoption, change, request or would affect directive occurs after the amount of capital required or expected to be maintained by Lender or any of its AffiliatesAgreement Date), and Lender determines that the amount of such capital is increased by or based upon the existence of the Loans then, upon demand by Lender, Borrower shall immediately pay to Lender, from time to time as specified by Lender, additional amounts sufficient to compensate Lender in light of such circumstances, to the extent that Lender determines such increase in capital to be allocable to the existence of the Loans or (B) has or would have the effect of reducing the rate of return on the capital such Lender’s or assets of Lender Issuing Bank’s (or any Person controlling Lender Affiliate of the foregoing) capital as a consequence of, as determined by Lender in its discretion, the existence of such Lender’s commitments or Issuing Bank’s Revolving Loan Commitment or obligations under this Agreement hereunder to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or Issuing Bank’s (or any Affiliate of the other Financing Agreementsforegoing) policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that such Lender’s or Issuing Bank’s (or any Affiliate of the foregoing) capital was fully utilized prior to such adoption, change 128 or compliance), then, promptly upon demand by Lendersuch Lender or Issuing Bank, Borrower the Borrowers shall immediately pay to Lender, from time to time as specified by Lender, such Lender or Issuing Bank such additional amounts as shall be sufficient to compensate such Lender in light or Issuing Bank for any such reduction actually suffered; provided that there shall be no duplication of amounts paid to a Lender pursuant to this sentence and Section 12.3. A certificate of such circumstances. Notwithstanding anything contained herein to Lender or Issuing Bank setting forth the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed amount to be paid to such Lender or Issuing Bank by the Borrowers as a “change in or in the interpretation result of any law”event referred to in this Section shall, regardless of the date enactedabsent manifest error, adopted or issues. For the avoidance of doubt, “change in or in the interpretation of any law” shall also include any change after the date of this Agreement in (1) risk-based capital guidelines in effect in the United States in effect in the United States on the date of this Agreement, including transition rules, and (2) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and any amendments to such regulations adopted prior to the date of this Agreementbe conclusive.