Common use of Capital Adequacy Clause in Contracts

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

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

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

Capital Adequacy. If any Lender shall reasonably determine that (a) the adoption or taking effect of, or any change in, any applicable Law regarding capital adequacy, in each instance, introduction after the Closing Datedate hereof of any Capital Adequacy Regulation, or (b) any change after the Closing Date date hereof in any Capital Adequacy Regulation, (c) any change after the date hereof in the interpretation, interpretation or administration or application thereof of any Capital Adequacy Regulation by any Governmental Authority, central bank or comparable agency other Governmental Authority charged with the interpretation, interpretation or administration or application thereof, or the (d) compliance by such Lender (or its Lending Office) or any corporation controlling such Lender, with any Capital Adequacy Regulation; affects or would affect the amount of capital required or expected to be maintained by such Lender or any Person corporation controlling such Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance and (taking into consideration such Lender’s or such controlling Personcorporation’s policies with respect to capital adequacyadequacy and such Lender’s desired return on capital) then determines that the amount of such capital is increased as a consequence of its Commitments, Loans, credits or obligations under this Agreement, then, within 10 Business Days after demand of such Lender, the Company shall upon demand pay to such Lender, from time to time, upon demand time as specified by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detailLender, a copy of which shall be furnished additional amounts sufficient to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reductionincrease; provided, so long as however, that, if the designation of an alternative branch or lending office of the Lender will avoid or reduce such amounts have accrued on increased amount the Lender will designate such alternative branch or after the day which lending office, subject to its determination that such designation is ninety (90) days prior not disadvantageous to the date on which such Lender first made demand thereforLender.

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

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

Capital Adequacy. If any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law regarding capital adequacy, in each instanceIf, after the Closing Datedate of this Agreement, any Bank or any change after the Closing Date Issuing Bank shall have determined in the interpretation, administration good faith that a Regulatory Change affecting such Bank or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender such Issuing Bank or any Person controlling Lending Office of such Lender with any requestBank or such Bank’s or such Issuing Bank’s holding company, guideline or directive if any, regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, liquidity requirements has or would have the effect of reducing the rate of return on such LenderBank’s or such controlling PersonIssuing Bank’s capital or on the capital of such Bank’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender’s obligations hereunder Bank or under any Support Agreement the Loans made by, or Lender Letter participations in Letters of Credit held by, such Bank, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender Bank or such controlling Person Issuing Bank or such Bank’s or such Issuing Bank’s holding company could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance Regulatory Change (taking into consideration such LenderBank’s or such controlling PersonIssuing Bank’s policies and the policies of such Bank’s or such Issuing Bank’s holding company with respect to capital adequacy) ), then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), time Borrower shall promptly will pay to such Lender Bank or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender Bank or such controlling Person Issuing Bank or such Bank’s or such Issuing Bank’s holding company for any such reductionreduction suffered. All determinations made in good faith by such Bank or such Issuing Bank of the additional amount or amounts required to compensate such Bank or such Issuing Bank in respect of the foregoing shall be conclusive in the absence of manifest error. In determining such amount or amounts, so long as such amounts have accrued on Bank or after the day which is ninety (90) days prior to the date on which such Lender first made demand thereforIssuing Bank may use any reasonable averaging and attribution methods.

Capital Adequacy. If after the Agreement Date, any Lender or Issuing Bank (or any Affiliate of the foregoing) shall have reasonably determine determined that the adoption of any Applicable Law, governmental rule, regulation or taking effect oforder regarding the capital adequacy of banks or bank holding companies, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Datetherein, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any such Lender or Issuing Bank (or any Person controlling such Lender Affiliate of the foregoing) with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted (but 125 only if such adoption, change, request or otherwise taking effect directive occurs after the Closing Agreement Date), has or would have the effect of reducing the rate of return on such Lender’s or such controlling PersonIssuing Bank’s (or any Affiliate of the foregoing) capital as a consequence of such Lender’s or Issuing Bank’s Revolving Loan Commitment or obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling PersonIssuing Bank’s (or any Affiliate of the foregoing) policies with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that such Lender’s or Issuing Bank’s (or any Affiliate of the foregoing) then from time capital was fully utilized prior to timesuch adoption, change or compliance), then, promptly upon demand by such Lender (which demand or Issuing Bank, the Borrowers shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly immediately pay to such Lender or Issuing Bank such additional amount amounts as will shall be sufficient to compensate such Lender or Issuing Bank for any such controlling Person for such reductionreduction actually suffered; provided, so long as such however, that there shall be no duplication of amounts have accrued on or after the day which is ninety (90) days prior paid to the date on which a Lender pursuant to this sentence and Section 12.3. A certificate of such Lender first made demand thereforor Issuing Bank setting forth the amount to be paid to such Lender or Issuing Bank by the Borrowers as a result of any event referred to in this paragraph shall, absent manifest error, be conclusive.

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

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

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

Capital Adequacy. If any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law regarding capital adequacy, in each instanceIf, after the Closing Datedate of this Agreement, any Bank or the Issuing Bank shall have determined in good faith that a Regulatory Change affecting such Bank or the Issuing Bank or any change after the Closing Date in the interpretation, administration Lending Office of such Bank or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, such Bank’s or the compliance by any Lender or any Person controlling such Lender with any requestIssuing Bank’s holding company, guideline or directive if any, regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, requirements has or would have the effect of reducing the rate of return on such LenderBank’s or such controlling Personthe Issuing Bank’s capital or on the capital of such Bank’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender’s obligations hereunder Bank or under any Support Agreement the Loans made by, or Lender Letter participations in Letters of Credit held by, such Bank, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender Bank or such controlling Person Issuing Bank or such Bank’s or the Issuing Bank’s holding company could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance Regulatory Change (taking into consideration such LenderBank’s or such controlling Personthe Issuing Bank’s policies and the policies of such Bank’s or the Issuing Bank’s holding company with respect to capital adequacy) ), then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), time Borrower shall promptly will pay to such Lender Bank or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender Bank or the Issuing Bank or such controlling Person Bank’s or the Issuing Bank’s holding company for any such reductionreduction suffered. All determinations made in good faith by such Bank or the Issuing Bank of the additional amount or amounts required to compensate such Bank or the Issuing Bank in respect of the foregoing shall be conclusive in the absence of manifest error. In determining such amount or amounts, so long as such amounts have accrued on Bank or after the day which is ninety (90) days prior to the date on which such Lender first made demand thereforIssuing Bank may use any reasonable averaging and attribution methods.

Capital Adequacy. If any Lender shall reasonably determine that either (i) the adoption or taking effect introduction of, or any change inor phasing in of, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, law or any change after the Closing Date regulation or in the interpretation, administration or application interpretation thereof by any Governmental AuthorityBody charged with the administration thereof or (ii) compliance with any directive, guideline or request from any central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy Governmental Body (whether or not having the force of law) of any such Governmental Authority, central bank promulgated or comparable agency adopted or otherwise taking effect made after the Closing Datedate hereof (but including, in any event, any law, rule, regulation, interpretation, directive, guideline or request contemplated by the report dated July 1988 entitled "International Convergence of Capital Measurement and Capital Standards" issued by the Basle Committee on Banking Regulations and Supervisory Practices) affects or would affect the amount of capital required or expected to be maintained by a Bank (or any lending office of such Bank) or any corporation directly or indirectly owning or controlling such Bank (or any lending office of such Bank) and such Bank shall have determined that such introduction, change or compliance has or would have the effect of reducing the rate of return on such Lender’s Bank's capital or the asset value to such controlling Person’s capital Bank of any Loan made by such Bank as a consequence consequence, directly or indirectly, of such Lender’s its obligations to make and maintain the funding of Loans hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person Bank could have achieved but for such adoptionintroduction, taking effect, change, interpretation, administration, application change or compliance (after taking into consideration account such Lender’s or such controlling Person’s Bank's policies with respect to regarding capital adequacy) then from time by an amount deemed by such Bank to timebe material, then, upon demand by such Lender (which demand shall be accompanied by a statement setting forth Bank, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower Company shall promptly pay to such Lender Bank such additional amount or amounts as shall be sufficient to compensate such Bank for such reduction on the rate of return. Each Bank shall calculate such amount or amounts payable to it under this paragraph 2.14 in a manner consistent with the manner in which it shall calculate similar amounts payable to it by other borrowers having provisions in their credit agreements comparable to this paragraph 2.14. Each Bank agrees to provide the Company with a certificate setting forth a description of any such amount in respect of which it seeks payment under this paragraph 2.14. Each Bank's determination of such amount or amounts that will compensate such Lender or such controlling Person Bank for such reduction, so long as such amounts have accrued on or after the day which is ninety (90) days prior to the date on which such Lender first made demand thereforreductions shall be presumed correct absent manifest error.

Capital Adequacy. If any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law regarding capital adequacy, in each instanceIf, after the Closing Datedate of this Agreement, any Bank or any change after the Closing Date Issuing Bank shall have determined in the interpretation, administration good faith that a Regulatory Change affecting such Bank or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender such Issuing Bank or any Person controlling Lending Office of such Lender with any requestBank or such Bank’s or such Issuing Bank’s holding company, guideline or directive if any, regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, liquidity requirements has or would have the effect of reducing the rate of return on such LenderBank’s or such controlling PersonIssuing Bank’s capital or on the capital of such Bank’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender’s obligations hereunder Bank or under any Support Agreement the Loans made by, or Lender Letter participations in Letters of Credit held by, such Bank, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender Bank or such controlling Person Issuing Bank or such Bank’s or such Issuing Bank’s holding company could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance Regulatory Change (taking into consideration such LenderBank’s or such controlling PersonIssuing Bank’s policies and the policies of such Bank’s or such Issuing Bank’s holding company with respect to capital adequacy) adequacy and liquidity), then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), time each Borrower shall promptly will pay to such Lender Bank or such Issuing Bank, as the case may be, its Applicable Share of such additional amount or amounts as will compensate such Lender Bank or such controlling Person Issuing Bank or such Bank’s or such Issuing Bank’s holding company for any such reductionreduction suffered. All determinations made in good faith by such Bank or such Issuing Bank of the additional amount or amounts required to compensate such Bank or such Issuing Bank in respect of the foregoing shall be conclusive in the absence of manifest error. In determining such amount or amounts, so long as such amounts have accrued on Bank or after the day which is ninety (90) days prior such Issuing Bank may use any reasonable averaging and attribution methods. No amount payable pursuant to the date on which such Lender first made demand thereforthis Section 2.15 shall be duplicative of any amount payable pursuant to Section 2.13.

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

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

Capital Adequacy. If any Lender Bank shall reasonably determine that have determined that, after the date hereof, (a) the adoption of any applicable law, rule or taking effect ofregulation regarding capital adequacy or liquidity requirements, or any change inin any such law, any applicable Law regarding capital adequacyrule, in each instance, after the Closing Dateor regulation, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency (which, notwithstanding anything herein to the contrary, shall include (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, regardless of the date enacted, adopted or otherwise taking effect after issued), or (b) compliance by such Bank or the Closing DateAdministrative Agent or any corporation controlling such Bank or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy or liquidity requirements, has or would have the effect of reducing the rate of return on capital of such Lender’s Bank (or any corporation controlling such controlling Person’s capital Bank) as a consequence of such LenderBank’s obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender Bank (or any corporation controlling such controlling Person Bank) could have achieved but for such adoption, taking effect, change, interpretation, administration, application request or compliance directive (taking into consideration such Lender’s or such controlling Person’s its policies with respect to capital adequacyadequacy and liquidity) by an amount deemed by such Bank to be material, then from time to time, upon within 15 days after demand by such Lender (which demand shall be accompanied by a statement setting forth Bank, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender Bank such additional amount or amounts as will will, in such Bank’s reasonable determination, fairly compensate such Lender Bank (or any corporation controlling such controlling Person Bank) for such reduction, so long as . Each Bank shall allocate such amounts have accrued cost increases among its customers in good faith and on or after the day which is ninety (90) days prior to the date on which such Lender first made demand thereforan equitable basis.

Capital Adequacy. If any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Back to Table of Contents Closing Date, or any change after the Closing Date in the interpretation, administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s 's or such controlling Person’s 's capital as a consequence of such Lender’s 's obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s 's or such controlling Person’s 's policies with respect to capital adequacy) then from time to time, upon written demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower Borrowers shall promptly pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety two hundred seventy (90270) days prior to the date on which such Lender first made demand therefor.

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

Capital Adequacy. If any Lender Bank shall reasonably determine that have determined that, after the date hereof, (i) the adoption of any applicable law, rule or taking effect ofregulation regarding capital adequacy, or any change inin any such law, any applicable Law regarding capital adequacyrule, in each instance, after the Closing Dateor regulation, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency adopted agency, or otherwise taking effect after (ii) compliance by such Bank or the Closing DateAdministrative Agent or any corporation controlling such Bank or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law and including any determination by such central bank or other governmental authority that for purposes of capital adequacy requirements the Commitments hereunder do not constitute commitments with an original maturity of one year or less) of any such entity regarding capital adequacy, has or would have the effect of reducing the rate of return on capital of such Lender’s Bank (or any corporation controlling such controlling Person’s capital Bank) as a consequence of such Lender’s Bank's obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender Bank (or any corporation controlling such controlling Person Bank) could have achieved but for such adoption, taking effect, change, interpretation, administration, application request or compliance directive (taking into consideration such Lender’s or such controlling Person’s its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, upon within 15 days after demand by such Lender (which demand shall be accompanied by a statement setting forth Bank, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender Bank such additional amount or amounts as will will, in such Bank's reasonable determination, fairly compensate such Lender Bank (or any corporation controlling such controlling Person Bank) for such reduction, so long as . Each Bank shall allocate such amounts have accrued cost increases among its customers in good faith and on or after the day which is ninety (90) days prior to the date on which such Lender first made demand thereforan equitable basis.

Capital Adequacy. If any Lender shall reasonably determine in its commercially reasonable judgment that the adoption or taking effect of, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) then from time to time, upon written demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower Borrowers shall promptly pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety two hundred seventy (90270) days prior to the date on which such Lender first made demand therefor.

Capital Adequacy. If after the Agreement Date, any Lender or Issuing Bank (or any Affiliate of the foregoing) shall have reasonably determine determined that the adoption of any applicable law, governmental rule, regulation or taking effect oforder regarding the capital adequacy of banks or bank holding companies, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Datetherein, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any such Lender or Issuing Bank (or any Person controlling such Lender Affiliate of the foregoing) with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted (but only if such adoption, change, request or otherwise taking effect directive occurs after the Closing Agreement Date), has or would have the effect of reducing the rate of return on such Lender’s or such controlling PersonIssuing Bank’s (or any Affiliate of the foregoing) capital as a consequence of such Lender’s or Issuing Bank’s portion of the Revolving Loan Commitment or other obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling PersonIssuing Bank’s (or any Affiliate of the foregoing) policies with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that such Lender’s or Issuing Bank’s (or any Affiliate of the foregoing) then from time capital was fully utilized prior to timesuch adoption, change or compliance), then, promptly upon demand by such Lender (which demand or Issuing Bank, Borrowers shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly immediately pay to such Lender or Issuing Bank such additional amount amounts as will shall be sufficient to compensate such Lender or Issuing Bank for any such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety (90) days prior to the date on which reduction actually suffered. A certificate of such Lender first made demand thereforor Issuing Bank setting forth the amount to be paid to such Lender or Issuing Bank by Borrowers as a result of any event referred to in this paragraph shall, absent manifest error, be conclusive.

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

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

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

Capital Adequacy. If any Lender Bank or Issuing Bank or any Affiliate of any Bank shall have reasonably determine determined that the adoption after the Agreement Date of any Applicable Law, governmental rule, regulation or taking effect oforder regarding the capital adequacy of banks or bank holding companies, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Datetherein, or any change after the Closing Agreement Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender such Bank or Issuing Bank or any Person controlling such Lender Affiliate of any Bank with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such Lender’s Bank's or Issuing Bank's or any Affiliate of such controlling Person’s Bank capital as a consequence of such Lender’s Bank's or Issuing Bank's Commitment or obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s Bank's or Issuing Bank's or any Affiliate of such controlling Person’s Bank's policies with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that such Bank's or Issuing Bank's or any Affiliate's of such Bank, capital was fully utilized prior to such adoption, change or compliance), then, by the earlier of (x) then from time to time, upon 15 days after demand by such Lender Bank or Issuing Bank, or (which demand y) the Maturity Date, the Co-Borrowers shall immediately pay to such Bank or Issuing Bank such additional amounts as shall be accompanied by sufficient to compensate such Bank or Issuing Bank for any such reduction actually suffered; provided, however, that there shall be no duplication of amounts paid to a statement Bank pursuant to this sentence and Section 11.3 hereof. A certificate of such Bank or Issuing Bank setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall to be furnished to Administrative Agent), Borrower shall promptly pay paid to such Lender such additional amount Bank or Issuing Bank by the Co-Borrowers as will compensate such Lender or such controlling Person for such reductiona result of any event referred to in this paragraph shall, so long as such amounts have accrued on or after the day which is ninety (90) days prior to the date on which such Lender first made demand thereforabsent manifest error, be conclusive.

Capital Adequacy. If any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower Borrowers shall promptly pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety one hundred eighty (90180) days prior to the date on which such Lender first made demand therefor.

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

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

Capital Adequacy. If any a Lender shall have reasonably determine that determined that, after the date hereof, either (i) the adoption of any applicable law, rule, regulation, or taking effect ofguideline regarding capital adequacy, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Datetherein, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authority, central bank bank, or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the (ii) compliance by any such Lender (or any Person controlling lending office of such Lender Lender) with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank bank, or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s 's capital as a consequence of such Lender’s its or Borrower's obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration by an amount reasonably deemed by such Lender’s or such controlling Person’s policies with respect Lender to capital adequacy) be material, then from time to time, upon within ten days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent)Lender, Borrower shall promptly pay to such Lender such additional amount as will adequately compensate such Lender or such controlling Person for such reduction. Each Lender will notify Borrower of any event of which it has actual knowledge, so long as occurring after the date thereof, which will entitle such Lender to compensation pursuant to this Section 2.11. No failure by a Lender to immediately demand payment of any additional amounts payable hereunder shall constitute a waiver of such Lender's right to demand payment of such amounts have accrued on or after the day which is ninety (90) days prior to the date on which such Lender first made demand thereforat any subsequent time.

Capital Adequacy. If any Lender shall reasonably determine that have determined that, after the date hereof, the adoption of any applicable law, rule or taking effect ofregulation regarding capital adequacy, or any change inin any such law, any applicable Law regarding capital adequacy, in each instance, after the Closing Daterule or regulation, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency (including all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted or otherwise taking effect after the Closing Dateissued), has or would have the effect of reducing the rate of return on capital of such Lender (or any Person controlling such Lender’s or such controlling Person’s capital ) as a consequence of such Lender’s obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender (or any Person controlling such controlling Person Lender) could have achieved but for such adoption, taking effect, change, interpretation, administration, application request or compliance directive (taking into consideration such Lender’s or such controlling Person’s its policies with respect to capital adequacy) adequacy and liquidity requirements), then from time to time, upon within fifteen (15) days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, with a copy of which shall be furnished to the Administrative Agent), Borrower the Borrowers shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender (or any Person controlling such controlling Person Lender) for such reduction, so long as solely to the extent that any such additional amounts have accrued on or after were incurred by the day which is Lender within ninety (90) days prior of such demand except that, if the change giving rise to such increased costs or reductions is retroactive, then the date on which such Lender first made demand thereforninety (90) day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Adequacy. If any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of lawLaw) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) then from time to time, upon within 15 days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety (90) 180 days prior to the date on which such Lender first made demand therefor.

Capital Adequacy. If after the date hereof, the ---------------- adoption of any Lender shall reasonably determine that Applicable Law regarding the adoption capital adequacy of banks or taking effect ofbank holding companies, or any change in, any applicable in Applicable Law regarding capital adequacy, in each instance, (whether adopted before or after the Closing Agreement Date, ) or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender or any Person controlling such Lender Bank with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s any Bank's capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit with respect to the Loans and the Commitment to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Person’s Bank's policies with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that such Bank's capital was fully utilized prior to such adoption, change or compliance) then from time by an amount reasonably deemed by such Bank to timebe material, then, upon demand by such Lender (which demand shall be accompanied by a statement setting forth Bank, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender Bank such additional amount amounts as will shall be sufficient to compensate such Lender or such controlling Person Bank for such reductionreduced return, so long as together with interest on such amounts have accrued on or amount from the fifteenth (15th) day after the day which is ninety date of demand or the Maturity Date, as applicable, until payment in full thereof at the Default Rate. Any Bank claiming compensation under this Section 2.12 shall notify the Borrower of any event occurring after the date of this Agreement entitling such Bank to such compensation as promptly as practicable, but in any event within forty-five (9045) days, after such Bank obtains actual knowledge thereof; provided that if such Bank fails to give such notice within forty-five -------- (45) days after it obtains actual knowledge of such an event, such Bank shall, with respect to such compensation in 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 forty-five (45) days prior to the date on which that such Lender first made demand thereforBank does give such notice. A certificate of such Bank setting forth the amount to be paid to such Bank by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error.

Capital Adequacy. If there shall occur any Lender shall reasonably determine that the adoption or taking effect implementation of, or any change into, any applicable Law regarding capital adequacy, in each instance, after the Closing DateRegulation, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has or would which shall have the effect of reducing imposing on Lender (or Lender’s holding company) any increase or expansion of or any new: tax (excluding taxes on its income; CREDIT AGREEMENT - 2 - aws/03-0037/bluenile franchise taxes; and taxes similar to income or franchise taxes), charge, fee, assessment or deduction of any kind whatsoever, or reserve, capital adequacy, special deposits or similar requirements against credit extended by, assets of, or deposits with or for the account of Lender or other conditions affecting the extensions of credit under this Agreement; then Borrower shall pay to Lender such additional amount as Lender deems necessary to compensate Lender for any increased cost to Lender attributable to the extension(s) of credit under this Agreement and/or for any reduction in the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such and/or Lender’s obligations hereunder revenue attributable to such extension(s) of credit. As used above, the term “Regulation” shall include any federal, state or under international law, governmental or quasi-governmental rule, regulation, policy, guideline or directive (including but not limited to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and enactments, issuances or similar pronouncements by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices or any Support Agreement or Lender Letter of Credit similar authority and any successor thereto) that applies to a level below that which such Lender or such controlling Person could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender. Lender’s or such controlling Person’s policies with respect to capital adequacydetermination of the additional amount(s) then from time to time, upon demand by such Lender (which demand due under this Section 2.6 shall be accompanied by a statement setting forth binding in the basis for absence of manifest error, and such demand and a calculation of the amount thereof in reasonable detail, a copy of which amount(s) shall be furnished to Administrative Agent)payable within 15 days of demand and, Borrower shall promptly pay to such Lender such additional amount if recurring, as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety (90) days prior to the date on which such Lender first made demand thereforotherwise billed by Lender.

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

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

Capital Adequacy. If any Lender shall reasonably determine Bank or the Issuing Bank determines in good faith that the adoption compliance with any generally applicable law or taking effect of, regulation or any change in, guideline or request from any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy other Governmental Authority (whether or not having the force of law) of any such Governmental Authority, central bank implemented or comparable agency adopted or otherwise taking effect effective after the Closing Date, has date of this Agreement increases or would have increase the effect amount of reducing capital required or expected to be maintained by such Bank or the rate of return on Issuing Bank or any corporation controlling such Lender’s Bank or such controlling Person’s capital as a consequence the Issuing Bank and that the amount of such Lender’s obligations capital is increased by or based upon the existence of such Bank's or the Issuing Bank's commitment to lend hereunder or under any Support Agreement or Lender Letter and other commitments of Credit to a level below that which such Lender or such controlling Person could have achieved but for such adoptionthis type, taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) then from time to timethen, upon demand by such Lender Bank or the Issuing Bank, the Borrower shall, within 10 days of demand by the Agent, pay to the Agent for the account of such Bank or the Issuing Bank, as applicable, from time to time as specified by such Bank or the Issuing Bank in a notice to the Borrower and the Agent, additional amounts (which demand without duplication of any other amounts payable in respect of increased costs) sufficient to compensate such Bank or the Issuing Bank in light of such circumstances, to the extent that such Bank or the Issuing Bank reasonably determines such increase in capital to be allocable to the existence of such Bank's or the Issuing Bank's commitment to lend hereunder. A certificate shall be accompanied submitted to the Borrower by a statement setting forth such Bank or the basis for Issuing Bank (a) indicating the amount of such demand capital adequacy costs and a detailing the calculation of such costs, (b) stating that such Bank or the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as Issuing Bank is generally charging such amounts have accrued on or after to other customers similarly situated with the day which is ninety Borrower, and (90c) that all such costs are being charged within 90 days prior to of the date on which such Lender first made demand thereforBank or the Issuing Bank learned of such costs, such certificate to be conclusive and binding for all purposes, absent manifest error.

Capital Adequacy. If any Lender Bank or Issuing Bank or any Affiliate of any Bank shall have reasonably determine determined that the adoption after the Agreement Date of any Applicable Law, governmental rule, regulation or taking effect oforder regarding the capital adequacy of banks or bank holding companies, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Datetherein, or any change after the Closing Agreement Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender such Bank or Issuing Bank or any Person controlling such Lender Affiliate of any Bank with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such Lender’s Bank's or Issuing Bank's or any Affiliate of such controlling Person’s Bank capital as a consequence of such Lender’s Bank's or Issuing Bank's Commitment or obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s Bank's or Issuing Bank's or any Affiliate of such controlling Person’s Bank's policies with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that such Bank's or Issuing Bank's or any Affiliate's of such Bank, capital was fully utilized prior to such adoption, change or compliance), 102 then, by the earlier of (x) then from time to time, upon 15 days after demand by such Lender Bank or Issuing Bank, or (which demand y) the Maturity Date, the Co-Borrowers shall immediately pay to such Bank or Issuing Bank such additional amounts as shall be accompanied by sufficient to compensate such Bank or Issuing Bank for any such reduction actually suffered; provided, however, that there shall be no duplication of amounts paid to a statement Bank pursuant to this sentence and SECTION 11.3 hereof. A certificate of such Bank or Issuing Bank setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall to be furnished to Administrative Agent), Borrower shall promptly pay paid to such Lender such additional amount Bank or Issuing Bank by the Co-Borrowers as will compensate such Lender or such controlling Person for such reductiona result of any event referred to in this paragraph shall, so long as such amounts have accrued on or after the day which is ninety (90) days prior to the date on which such Lender first made demand thereforabsent manifest error, be conclusive.

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

Capital Adequacy. If If, after the date hereof, any Lender Bank shall have reasonably determine determined that the adoption of any Applicable Law regarding the capital adequacy of banks or taking effect ofbank holding companies, or any change in, any applicable in Applicable Law regarding capital adequacy, in each instance, (whether adopted before or after the Closing Agreement Date, ) or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by such Bank with any Lender directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that such Bank's capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Bank to be material, then, within sixty (60) days of written demand by such Bank, the Borrower shall in its discretion, (i) provide a replacement bank or banks for such Bank, which replacement bank or banks will be subject to the approval of the Administrative Agent and the Majority Banks (which approval will not be unreasonably withheld), and shall take all necessary actions to transfer the rights, duties and obligations of such Bank to such replacement bank or banks within such 60-day period (including the payment in full of all Obligations hereunder due to the Bank being replaced) or (ii) thereafter from time to time upon written demand by such Bank, promptly pay to such Bank such additional amounts as shall be sufficient to compensate such Bank for such reduced return, together with interest on such amount from the fourth (4th) day after the date of demand until payment in full thereof at the Base Rate plus the Applicable Margin in effect for Base Rate Advances. A certificate of such Bank setting forth the amount to be paid to such Bank by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail, which shall be delivered to the Borrower by such Bank with any such demand, shall be conclusive, absent manifest error, and, at the Borrower's request, such Bank shall demonstrate the basis for such determination. Each Bank further agrees that it shall use reasonable, good faith efforts to give the Borrower thirty (30) days prior notice of any proposed adoption of or any Person controlling change in any Applicable Law regarding capital adequacy of banks or bank holding companies, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender Bank with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Datewhich may have General Communication, has or would have Inc. - Form 8-K Page 187 the effect of reducing the rate of return on such Lender’s or such controlling Person’s Bank's capital as a consequence of such Lender’s obligations its obligation hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person it could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) then from time to time, upon demand by an amount which may be deemed by such Lender (which demand shall Bank to be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety (90) days prior to the date on which such Lender first made demand thereformaterial.

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

Capital Adequacy. If any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s 's or such controlling Person’s 's capital as a consequence of such Lender’s 's obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s 's or such controlling Person’s 's policies with respect to capital adequacy) ), then from time to time, upon written demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety two hundred seventy (90270) days prior to the date on which such Lender first made demand therefor.

Capital Adequacy. If after the date hereof, any Lender Bank shall reasonably determine ---------------- have determined that the adoption or taking effect ofimplementation after the date hereof of any applicable law, rule, or regulation regarding capital adequacy, or any change in, any applicable Law regarding capital adequacy, in each instance, therein after the Closing Datedate hereof, or any change in the interpretation or administration thereof after the Closing Date in the interpretation, administration or application thereof date hereof by any Governmental Authority, central bank or comparable agency other Governmental Authority charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender such Bank (or any Person controlling such Lender its parent) with any guideline, request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect other Governmental Authority issued after the Closing Date, date hereof has or would have the effect of reducing the rate of return on such Lender’s Bank's (or such controlling Person’s its parent's) capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit the transactions contemplated hereby to a level below that which such Lender Bank (or such controlling Person its parent) could have achieved but for such adoption, taking effectimplementation, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Person’s Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, upon within ten (10) Business Days after demand by such Lender Bank (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, with a copy of which shall be furnished to Administrative the Agent), the Borrower shall promptly pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank (or such controlling Person its parent) for such reduction. A certificate of such Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, so long as provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methods. With respect to each demand by a Bank under this Section 6.6, no Bank shall have the right to demand compensation for amounts have accrued on or after attributable to any reduction in such Bank's rate of return occurring at any time before the day date which is ninety three (903) days months prior to the date on which the Bank gives such Lender first made demand thereforfor compensation to the Borrower.

Capital Adequacy. If any Lender the Bank shall reasonably determine have determined that the adoption ---------------- or taking effect ofphase-in after the date hereof of any applicable law, rule or regulation regarding capital requirements for banks or bank holding companies, or any change in, any applicable Law regarding capital adequacy, in each instance, therein after the Closing Datedate hereof, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender or any Person controlling such Lender the Bank with any request, guideline request or directive of such entity regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s the Bank's capital as a consequence with respect to the Revolving Loans, the Term Loans and/or the within-described revolving and term loan facilities and/or letters of such Lender’s obligations hereunder or under any Support Agreement or Lender Letter credit issued for the account of Credit the Borrower to a level below that which such Lender or such controlling Person the Bank could have achieved (taking into consideration the Bank's policies with respect to capital adequacy immediately before such adoption, phase-in, change or compliance and assuming that the Bank's capital was then fully utilized) but for such adoption, taking effectphase-in, change, interpretation, administration, application change or compliance by any amount deemed by the Bank to be material: (taking into consideration i) the Bank shall promptly after its determination of such Lender’s or occurrence give notice thereof to the Borrower; and (ii) the Borrower shall pay forthwith to the Bank as an additional fee such controlling Person’s policies amount as the Bank certifies to be the amount that will compensate it for such reduction with respect to capital adequacy) then from time to timethe Revolving Loans, upon demand by the Term Loans, the within- described revolving and term loan facilities and/or such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation letters of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety (90) days prior to the date on which such Lender first made demand thereforcredit.

Capital Adequacy. (i) If any Lender CIT shall have reasonably determine determined that the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report on the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", including, without limitation, the capital adequacy guidelines adopted by the Federal Reserve Board and the Comptroller of the Currency on January 27, 1989, or the adoption after the date hereof of any other law, rule, regulation or taking effect ofguideline regarding capital adequacy, or any change in, in any applicable Law regarding capital adequacy, in each instance, after of the Closing Date, foregoing or any change after the Closing Date in the interpretation, interpretation or administration or application thereof of any of the foregoing by any Governmental Authority, central bank Bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender CIT (or any Person controlling such Lender lending office of CIT) of CIT's holding company with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such Lender’s CIT's capital or such controlling Person’s on the capital of CIT's holding company as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender CIT or such controlling Person CIT's holding company could have achieved but for such adoption, taking effect, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Person’s CIT's policies and the policies of CIT's holding company with respect to capital adequacy) by an amount deemed by CIT to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth time the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender CIT, on demand, such additional amount or amounts as will compensate CIT or CIT's holding company for any such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety (90) days prior to the date on which such Lender first made demand thereforreduction suffered.

Capital Adequacy. If any Lender the Bank or an Issuing Bank shall reasonably determine that have determined ---------------- that, after the date hereof, the adoption of any applicable law, rule or taking effect ofregulation regarding capital adequacy, or any change inin any such law, any applicable Law regarding capital adequacy, in each instance, after the Closing Daterule or regulation, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such Lender’s capital of the Bank or an Issuing Bank (or such controlling Person’s capital Bank's or Issuing Bank's Parent) as a consequence of such Lender’s Bank's or such Issuing Bank's obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender Bank or Issuing Bank (or such controlling Person Bank's or Issuing Bank's Parent) could have achieved but for such adoption, taking effect, change, interpretation, administration, application request or compliance directive (taking into consideration such Lender’s or such controlling Person’s its policies with respect to capital adequacy) by an amount deemed by such Bank or such Issuing Bank to be material, then from time to time, upon within 15 Business Days after demand by such Lender (which demand Bank or such Issuing Bank, the Borrowers shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender Bank or such Issuing Bank such additional amount or amounts as will compensate such Lender Bank or such controlling Person Issuing Bank (or such Bank's or such Issuing Bank's Parent) for such reduction, so long as such amounts have accrued on or after the day which is ninety (90) days prior to the date on which such Lender first made demand therefor.

Capital Adequacy. If any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s 's or such controlling Person’s 's capital as a consequence of such Lender’s 's obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s 's or such controlling Person’s 's policies with respect to capital adequacy) then from time to time, upon written demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower Borrowers shall promptly pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety two hundred seventy (90270) days prior to the date on which such Lender first made demand therefor.

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

Capital Adequacy. If any Lender Bank shall reasonably determine that have determined that, after the date hereof, (a) the adoption of any applicable law, rule or taking effect ofregulation regarding capital adequacy, or any change inin any such law, any applicable Law regarding capital adequacyrule, in each instance, after the Closing Dateor regulation, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency adopted agency, or otherwise taking effect after (b) compliance by such Bank or the Closing DateAdministrative Agent or any corporation controlling such Bank or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law and including any determination by such central bank or other governmental authority that for purposes of capital adequacy requirements the Commitments hereunder do not constitute commitments with an original maturity of one year or less) of any such entity regarding capital adequacy, has or would 44 -38- have the effect of reducing the rate of return on capital of such Lender’s Bank (or any corporation controlling such controlling Person’s capital Bank) as a consequence of such Lender’s Bank's obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender Bank (or any corporation controlling such controlling Person Bank) could have achieved but for such adoption, taking effect, change, interpretation, administration, application request or compliance directive (taking into consideration such Lender’s or such controlling Person’s its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, upon within 15 days after demand by such Lender (which demand shall be accompanied by a statement setting forth Bank, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender Bank such additional amount or amounts as will will, in such Bank's reasonable determination, fairly compensate such Lender Bank (or any corporation controlling such controlling Person Bank) for such reduction, so long as . Each Bank shall allocate such amounts have accrued cost increases among its customers in good faith and on or after the day which is ninety (90) days prior to the date on which such Lender first made demand thereforan equitable basis.

Capital Adequacy. If any Lender If, after the date hereof, the Bank shall reasonably determine ----------------- have determined in good faith that the adoption or taking effect ofimplementation of any applicable law, rule, or regulation regarding capital adequacy (including, without limitation, any law, rule, or regulation implementing the Basle Accord), or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Datetherein, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authority, central bank or comparable agency other Governmental Authority charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender the Bank (or any Person controlling such Lender its parent) with any guideline, request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted other Governmental Authority (including, without limitation, any guideline or otherwise taking effect after other requirement implementing the Closing DateBasle Accord), has or would have the effect of reducing the rate of return on such Lender’s the Bank's (or such controlling Person’s its parent's) capital as a consequence of such Lender’s its obligations hereunder or under any Support Agreement or Lender Letter of Credit the transactions contemplated hereby to a level below that which such Lender the Bank (or such controlling Person its parent) could have achieved but for such adoption, taking effectimplementation, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s or such controlling Person’s the Bank's policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time, upon within ten (l0) Business Days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of Bank, the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender the Bank such additional amount or amounts as will compensate such Lender the Bank (or such controlling Person its parent) for such reduction, so long as such amounts have accrued on or after ; provided that any claim by the day which is Bank for compensation pursuant to this Section 6.7 shall ----------- be made within ninety (90) days prior after the initial occurrence of the event giving rise to such claim. A certificate of the date Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided that the determination thereof is made in good faith and on which a reasonable basis. In determining such Lender first made demand thereforamount or amounts, the Bank may use any reasonable averaging and attribution methods. ARTICLE VII.

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

Capital Adequacy. If any Lender Bank or any Fronting Bank shall reasonably determine that have determined that, after the date hereof, due to any Change in Law or the adoption or taking effect of, or any change in, any applicable Law law, rule or regulation regarding capital adequacy, in each instance, after the Closing Dateadequacy or liquidity ratios or requirements, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on capital of such LenderBank or such Fronting Bank (or such Bank’s or such controlling PersonFronting Bank’s capital Parent) as a consequence of this Agreement, the Loan Commitments of such LenderBank or the Loans made, or participations in Letters of Credit held, by such Bank, or the Letters of Credit issued by such Fronting Bank, or such Bank’s or Fronting Bank’s obligations hereunder or under any Support Agreement or Lender Letter of Credit hereunder, to a level below that which such Lender Bank or Fronting Bank (or such controlling Person Bank’s or Fronting Bank’s Parent) could have achieved but for such Change in Law or adoption, taking effect, change, interpretation, administration, application request or compliance directive (taking into consideration such Lender’s or such controlling Person’s its policies with respect to capital adequacyadequacy and liquidity) by an amount deemed by such Bank to be material, then from time to time, upon within fifteen (15) days after demand by such Lender Bank or Fronting Bank (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, with a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender Bank or Fronting Bank, as the case may be, such additional amount or amounts as will compensate such Lender Bank or such controlling Person Fronting Bank (or such Bank’s or such Fronting Bank’s Parent) for any such reductionreduction suffered. A certificate of any Bank or Fronting Bank claiming compensation under this Section, so long setting forth in reasonable detail the basis therefor and the amount or amounts necessary to compensate such Bank or Fronting Bank (or such Bank’s or Fronting Bank’s Parent), as such the case may be, shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the repayment of all amounts have accrued on due under or after in connection with any of the day which is ninety (90) days Loan Documents and the termination of the Loan Commitments in respect of the period prior to the date on which such Lender first made demand therefortermination.

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

Capital Adequacy. If after the date hereof, any Lender shall reasonably determine Bank or any parent company of a Bank (a "Parent Company") has determined that the adoption or taking effect ofeffectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Datetherein, or any change after the Closing Date in the interpretation, interpretation or administration or application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation, interpretation or administration or application thereof, or the compliance by any Lender such Bank or any Person controlling such Lender Parent Company with any request, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency adopted or otherwise taking effect after the Closing Dateagency, has or would have the effect of reducing the rate of return on such Lender’s Bank's or such controlling Person’s Parent Company's capital or assets as a consequence of such Lender’s its commitments or obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender Bank or such controlling Person Parent Company could have achieved but for such adoption, taking effecteffectiveness, change, interpretation, administration, application change or compliance (taking into consideration such Lender’s Bank's or such controlling Person’s Parent Company's policies with respect to capital adequacy) ), then from time to time, upon within 15 days after demand by such Lender (which demand shall be accompanied by a statement setting forth Bank, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender Bank such additional amount or amounts as will compensate such Lender or such controlling Person Bank for such reduction. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, so long as such amounts have accrued on or after the day which is ninety (90) days prior Bank will give prompt written notice thereof to the date 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 which the parties hereto; provided, however, that such Lender first determinations are made on a reasonable basis. Failure on the part of any Bank to demand thereforcompensation 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 period.

Capital Adequacy. If any Lender shall reasonably determine that either after the adoption or taking effect date hereof (i) the introduction of, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretationinterpretation or enforcement of, administration any law, regulation, order, ruling, directive, guideline or application thereof by request or (ii) compliance with any Governmental Authorityorder, ruling, directive, guideline or request from any central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy other governmental authority (whether or not having the force of law) of any such Governmental Authorityissued, central bank announced, published, promulgated or comparable agency adopted or otherwise taking effect made after the Closing Datedate hereof (including, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under in any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such adoptionevent, taking effectany law, changeregulation, order, ruling, interpretation, administrationdirective, application guideline or compliance (taking into consideration request contemplated by the report dated July, 1988 entitled "International Convergence of Capital Measurement and Capital Standards" issued by the Basle Committee on Banking Regulation and Supervisory Practices) affects or would affect the amount of capital required or expected to be maintained by any Bank or any corporation controlling such Lender’s Bank and such Bank reasonably determines that the amount of such required or expected capital is increased by or based upon the existence of such Bank's Loans hereunder or such controlling Person’s policies with respect Bank's commitment to capital adequacy) then from time to timelend hereunder and other commitments of this type, then, upon demand by such Lender Bank (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, with a copy of which shall be furnished such demand to Administrative the Agent), the Borrower shall promptly be liable for, and shall pay to the Agent for the account of such Lender Bank, within 30 days following demand from time to time by such Bank, additional amount as will amounts sufficient to compensate such Lender Bank in the light of such circumstances for the effects of such law, regulation, order, ruling, directive, guideline or request, to the extent that such controlling Person for Bank reasonably determines such reduction, so long as increase in capital to be allocable to the existence of such Bank's Loans hereunder or of such Bank's commitment to lend hereunder. A certificate I substantiating such amounts have accrued on or and identifying the event giving rise thereto, submitted to the Borrower and the Agent 16 by such Bank, shall be conclusive, absent manifest error. Each Bank shall promptly notify the Borrower of any event of which it has knowledge occurring after the day date of this Agreement which is ninety will entitle the Bank to compensation pursuant to this Section, and such Bank shall take any reasonable action available to it consistent with its internal policy and legal and regulatory restrictions (90including the designation of a different Lending Office, if any) days prior that will avoid the need for, or reduce the amount of, such compensation and will not in the reasonable judgment of such Bank be otherwise disadvantageous to the date on which such Lender first made demand thereforBank.

Capital Adequacy. If any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law regarding capital adequacy, in each instanceIf, after the Closing Datedate of this Agreement, any Bank or any change after the Closing Date Issuing Bank shall have determined in the interpretation, administration good faith that a Regulatory Change affecting such Bank or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender such Issuing Bank or any Person controlling Lending Office of such Lender with any requestBank or such Bank’s or such Issuing Bank’s holding company, guideline or directive if any, regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, liquidity requirements has or would have the effect of reducing the rate of return on such LenderBank’s or such controlling PersonIssuing Bank’s capital or on the capital of such Bank’s or such Issuing 44 Bank’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender’s obligations hereunder Bank or under any Support Agreement the Loans made by, or Lender Letter participations in Letters of Credit held by, such Bank, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender Bank or such controlling Person Issuing Bank or such Bank’s or such Issuing Bank’s holding company could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance Regulatory Change (taking into consideration such LenderBank’s or such controlling PersonIssuing Bank’s policies and the policies of such Bank’s or such Issuing Bank’s holding company with respect to capital adequacy) adequacy and liquidity), then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), time each Borrower shall promptly will pay to such Lender Bank or such Issuing Bank, as the case may be, its Applicable Share of such additional amount or amounts as will compensate such Lender Bank or such controlling Person Issuing Bank or such Bank’s or such Issuing Bank’s holding company for any such reductionreduction suffered. All determinations made in good faith by such Bank or such Issuing Bank of the additional amount or amounts required to compensate such Bank or such Issuing Bank in respect of the foregoing shall be conclusive in the absence of manifest error. In determining such amount or amounts, so long as such amounts have accrued on Bank or after the day which is ninety (90) days prior such Issuing Bank may use any reasonable averaging and attribution methods. No amount payable pursuant to the date on which such Lender first made demand thereforthis Section 2.15 shall be duplicative of any amount payable pursuant to Section 2.13.

Capital Adequacy. If any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of lawLaw) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety two hundred seventy (90270) days prior to the date on which such Lender first made demand therefor.

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

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

Capital Adequacy. If any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) then from time to time, upon written demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower Borrowers shall promptly pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is ninety two hundred seventy (90270) days prior to the date on which such Lender first made demand therefor.

Capital Adequacy. If any Lender shall reasonably determine that the adoption or taking effect ofAgent, the Issuing Bank or any change inBank reasonably determines that compliance with any Applicable Law (including for purposes hereof, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any requestdirective, guideline or directive regarding capital adequacy requirement of any Governmental Authority (whether or not having the force of law)) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has affects or would have affect the effect amount of reducing capital required or expected to be maintained by the rate of return on such Lender’s Agent, the Issuing Bank or such Bank or any Person controlling Person’s capital as a consequence the Agent, the Issuing Bank or such Bank and that the amount of such Lender’s obligations hereunder capital is increased by or under any Support Agreement based upon the existence of such Bank's Commitment or Lender the issuance of the Debt Service Reserve Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such adoptionoutstanding DSR Loans, taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) then from time to timethen, upon demand by the Agent, the Issuing Bank or such Lender Bank, the Borrower shall pay to the Agent, the Issuing Bank or such Bank (which demand shall as the case may be), from time to time as specified thereby, additional amounts sufficient to compensate the Agent, the Issuing Bank or such Bank (as the case may be) in light of such circumstances, to the extent that the Agent, the Issuing Bank or such Bank reasonably determines such increase in capital to be accompanied by a statement setting forth allocable to the basis for existence of such demand and a calculation Bank's Commitment or the issuance of the amount thereof in reasonable detail, a copy Debt Service Reserve Letter of which shall be furnished Credit or such DSR Loans. A certificate as to Administrative Agent), Borrower shall promptly pay to such Lender any such additional amount as will compensate such Lender or amounts submitted by the Agent or by the Issuing Bank or a Bank, through the Agent, to the Borrower and the other Banks shall certify that similar demands have been made to other customers of the Agent, the Issuing Bank or such controlling Person Bank (as the case may be) which are subject to similar provisions and shall, in the absence of manifest error, be final and conclusive. In determining such amount, the Agent, the Issuing Bank and each Bank may use any reasonable averaging and attribution methods. Notwithstanding the foregoing, the Borrower shall only be obligated to compensate the Agent, the Issuing Bank or any Bank for such reduction, so long as such amounts have accrued on any amount described in this Section 2.16 arising or after the day which is ninety occurring during (90i) any time period commencing not more than 90 days prior to the date on which the Issuing Bank or such Lender first made Bank notifies the Agent and the Borrower, or on which the Agent notifies the Borrower, as the case may be, that the Issuing Bank, such Bank or the Agent proposes to demand thereforsuch compensation and (ii) any time period during which, because of the unannounced retroactive application of such statute, regulation or other basis, the Agent, the Issuing Bank or such Bank, as the case may be, could not have known that such amount might arise or accrue.