Common use of Capital Requirements Clause in Contracts

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, If any Lender or any LC Issuing Bank determines that (i) the adoption any Change of or change in any law, rule, regulation or guideline Law regarding capital or liquidity requirements for banks has or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has would have the effect of reducing the rate of return on such Lender’s or LC Issuing Bank’s capital or on the capital of such Lender’s or LC Issuing Bank’s holding company’s capital , if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender’s Commitments hereunder , or the Letters of Credit issued by any LC Issuing Bank, to a level below that which such Lender or LC Issuing Bank or such Lender’s or LC Issuing Bank’s holding company could have achieved but for such adoption, change, or compliance Change of Law (taking into consideration such Lender’s or LC Issuing Bank’s policies and the policies of such Lender’s or LC Issuing Bank’s holding company’s then existing policies company with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by adequacy), then from time to time Borrower shall pay to such Lender to be materialor LC Issuing Bank, then such Lender as the case may notify Borrower and Agent thereof. Following receipt of such noticebe, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by its demand such additional amount or amounts as will compensate such Lender or LC Issuing Bank or such Lender’s or LC Issuing Bank’s holding company for any such reduction suffered. A certificate of a statement in the amount and such Lender or such LC Issuing Bank, setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining computation of any such amount, submitted by such Lender may use any reasonable averaging or LC Issuing Bank to Borrower, shall, in the absence of demonstrable error, be conclusive and attribution methods. Failure or delay binding on the part Borrower for purposes of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofAgreement.

Capital Requirements. (a) If, after the date hereof, If any Lender or Issuing Lender determines that (i) the adoption of or change any Change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Law affecting such Lender or its parent bank Issuing Lender or any Lending Office of such Lender or such Lender’s or Issuing Lender’s holding company with any guidelinecompany, request or directive of any such entity if any, regarding capital adequacy (whether or not having the force of law), liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such holding companyIssuing Lender’s capital or on the capital of financial institutions generally, including such Lender’s or Issuing Lender’s holding company or any corporation controlling such Lender or the Issuing Lender, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by, or participations in Letters of Credit or Swing Line Advances held by, such Lender’s Commitments hereunder , or the Letters of Credit issued by the Issuing Lender, to a level below that which such Lender, the Issuing Lender, the corporation controlling such Lender or the Issuing Lender, or such Lender’s or Issuing Lender’s holding company could have achieved but for such adoption, change, or compliance Change in Law (taking into consideration such Lender’s or Issuing Lender’s policies, the policies of the corporation controlling such Lender or the Issuing Lender, and the policies of such Lender’s or Issuing Lender’s holding company’s then existing policies company with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed adequacy), then from time to time within three Business Days after written demand by such Lender or the Issuing Lender, as the case may be, the Borrower shall pay to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of or Issuing Lender, such notice, Borrower agrees to pay additional amount or amounts as will compensate such Lender on demand or the amount of such reduction of return of capital as and when such reduction is determinedIssuing Lender, payable within 30 days after presentation by the corporation controlling such Lender of a statement in or the amount and setting forth in reasonable detail Issuing Lender, or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Issuing Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section holding company for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofreduction suffered.

Capital Requirements. (a) If, after the date hereof, If any Lender or Letter of Credit Issuer determines that (i) the adoption of or change any Change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Law affecting such Lender or its parent bank Letter of Credit Issuer or any lending office of such Lender or such Lender’s or Letter of Credit Issuer’s holding company with any guidelinecompany, request or directive of any such entity if any, regarding capital adequacy (whether or not having the force of law)liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or Letter of Credit Issuer’s capital or on the capital of such Lender’s or Letter of Credit Issuer’s holding company’s capital , if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender’s Commitments hereunder , or the Letters of Credit issued by any Letter of Credit Issuer, to a level below that which such Lender or Letter of Credit Issuer or such Lender’s or Letter of Credit Issuer’s holding company could have achieved but for such adoption, change, or compliance Change in Law (taking into consideration such Lender’s or Letter of Credit Issuer’s policies and the policies of such Lender’s or Letter of Credit Issuer’s holding company’s then existing policies company with respect to capital adequacy and assuming adequacy), then from time to time the full utilization Borrower will pay to such Lender or Letter of Credit Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or Letter of Credit Issuer or such Lender’s or Letter of Credit Issuer’s holding company for any such reduction suffered. Each Lender or Letter of Credit Issuer, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.11(b), will give prompt written notice thereof to the Borrower which notice shall set forth in reasonable detail the basis of the calculation of such entityadditional amounts, although the failure to give any such notice shall not, subject to Section 2.14, release or diminish any of the Borrower’s capitalobligations to pay additional amounts pursuant to this Section 2.11(b) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following upon receipt of such notice, . The Borrower agrees to shall pay such Lender on demand or Letter of Credit Issuer, as the case may be, the amount of shown as due on any such reduction of return of capital as and when such reduction is determined, payable notice within 30 10 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect receipt thereof.

Capital Requirements. (a) If, after the date hereof, If any Lender or Issuing Lender determines that (i) the adoption of or change any Change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Law affecting such Lender or its parent bank Issuing Lender or any Lending Office of such Lender or such Lender’s or Issuing Lender’s holding company with any guidelinecompany, request or directive of any such entity if any, regarding capital adequacy (whether or not having the force of law), liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such holding companyIssuing Lender’s capital or on the capital of such Lender’s or Issuing Lender’s holding company or any corporation controlling such Lender or the Issuing Lender, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by, or participations in Letters of Credit or Swingline Advances held by, such Lender’s Commitments hereunder , or the Letters of Credit issued by the Issuing Lender, to a level below that which such Lender, the Issuing Lender, the corporation controlling such Lender or the Issuing Lender, or such Lender’s or Issuing Lender’s holding company could have achieved but for such adoption, change, or compliance Change in Law (taking into consideration such Lender’s or Issuing Lender’s policies, the policies of the corporation controlling such Lender or the Issuing Lender, and the policies of such Lender’s or Issuing Lender’s holding company’s then existing policies company with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed or liquidity), then from time to time upon written demand by such Lender or the Issuing Lender, as the case may be, the Borrower will pay to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of or Issuing Lender, such notice, Borrower agrees to pay additional amount or amounts as will compensate such Lender on demand or the amount of such reduction of return of capital as and when such reduction is determinedIssuing Lender, payable within 30 days after presentation by the corporation controlling such Lender of a statement in or the amount and setting forth in reasonable detail Issuing Lender, or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Issuing Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section holding company for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofreduction suffered.

Capital Requirements. (a) IfIn the event that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall have determined, after the date hereofClosing Date, a change in, or any introduction or adoption of, any Lender determines that (i) the adoption of or change in any applicable law, rule, rule or regulation or guideline of an Applicable Governmental Authority regarding capital requirements for banks adequacy, capital maintenance, solvency, reserves, weighting, foreign claims of deposits or bank holding companies, other similar matters (hereafter “Capital Adequacy”) or any change in the interpretation or application administration thereof by any Applicable Governmental Authority Authority, charged with the interpretation or administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy Capital Adequacy (whether or not having the force of law)) of any Applicable Governmental Authority, has or would have the effect of reducing the rate of return on such capital of UBS AG, Stamford Branch, in its capacity as Issuing Lender’s , or such holding company’s capital its Controlling Persons as a consequence of such the obligations of UBS AG, Stamford Branch, in its capacity as Issuing Lender’s Commitments hereunder , under or with respect to this Agreement or the Letter of Credit to a level below that which such Lender UBS AG, Stamford Branch, in its capacity as Issuing Lender, or such holding company its Controlling Persons could have achieved but for such introduction, adoption, change, request or compliance directive (taking into consideration such the policies of UBS AG, Stamford Branch, in its capacity as Issuing Lender’s , or such holding company’s then existing policies its Controlling Persons with respect to capital adequacy and assuming Capital Adequacy) (in any case other than with respect to such a change or proposed change regarding Taxes, the full utilization consequences of such entity’s capital) by any amount deemed by such Lender to be materialwhich are addressed in Section 2.04(a), then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, the Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital to UBS AG, Stamford Branch, in its capacity as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Issuing Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure additional amount or delay on the part of any Lender amounts as will compensate UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons for such reduction; provided, however, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under Section 2.04(b) if it exercises such rights under all other similar transactions to demand compensation pursuant to this Section shall not constitute which it is a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofparty.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change any Change in any law, rule, regulation or guideline Law regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank or such Lender Lender, or its their respective parent bank holding company companies, with any guideline, request or directive of any such entity Governmental Authority regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on Issuing Bank's, such Lender’s 's, or such holding company’s companies' capital as a consequence of Issuing Bank's or such Lender’s Commitments 's commitments hereunder to a level below that which Issuing Bank, such Lender Lender, or such holding company companies could have achieved but for such adoption, change, Change in Law or compliance (taking into consideration Issuing Bank's, such Lender’s 's, or such holding company’s companies' then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s 's capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrower Borrowers and Agent thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank's or such Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank's or such Lender’s 's right to demand such compensation; provided that Borrower Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrower Borrowers of such law, rule, regulation or guideline Change in Law giving rise to such reductions and of such Lender’s 's intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change Change in any law, rule, regulation or guideline Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Lender or any Lender determines that (i) the adoption of or change any Change in any law, rule, regulation or guideline Law regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Issuing Lender or its such Lender, or their respective parent bank holding company companies, with any guideline, request or directive of any such entity Governmental Authority regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on Issuing Lender’s, such Lender’s ’s, or such holding company’s companies’ capital as a consequence of Issuing Lender’s or such Lender’s Commitments commitments hereunder to a level below that which Issuing Lender, such Lender Lender, or such holding company companies could have achieved but for such adoption, change, Change in Law or compliance (taking into consideration Issuing Lender’s, such Lender’s ’s, or such holding company’s companies’ then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Lender or such Lender to be material, then Issuing Lender or such Lender may notify Borrower and Agent in writing thereof. Following receipt of such written notice, Borrower agrees to pay Issuing Lender or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 60 days after presentation by Issuing Lender or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Lender’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Lender or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Lender or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Lender’s or such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 ninety (90) days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Issuing Bank or any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or liquidity requirements for banks or bank holding companies, or any change in the interpretation interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Issuing Bank or such Lender or its their respective parent bank holding company companies with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Issuing Bank’s or such Lender’s or such holding company’s companies’ capital as a consequence of such Issuing Bank’s or such Lender’s Commitments hereunder to a level below that which such Issuing Bank or such Lender or such holding company companies could have achieved but for such adoption, change, or compliance (taking into consideration such Issuing Bank’s or such Lender’s or such holding company’s companies’ then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Issuing Bank or such Lender to be material, then Issuing Bank or such Lender Lender, as the case may be, may notify Borrower the Borrowers and the Administrative Agent thereof. Following receipt of such notice, Borrower agrees the Borrowers agree to pay such Lender Issuing Bank or such Lender, as the case may be, on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail such Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender Issuing Bank or such Lender, as the case may be, may use any reasonable averaging and attribution methods. Failure or delay on the part of any Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Issuing Bank’s or such Lender’s right to demand such compensation; provided that Borrower (i) the Borrowers shall not be required to compensate a any Issuing Bank or any Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Issuing Bank or such Lender notifies Borrower the Borrowers of such law, rule, regulation or guideline giving rise to such reductions and of such Issuing Bank’s or such Lender’s intention to claim compensation therefor; provided further provided, further, that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof, and (ii) no Borrower shall be required to compensate any Issuing Bank or any Lender pursuant to this clause (a) to the extent Issuing Bank or such Lender has been adequately compensated for any such reduction or increased cost.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments obligations hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Administrative Borrower and Agent thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that provided, that, (A) no Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Administrative Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that therefor and (B) if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. For purposes of this Section 2.13(a), the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Basel Committee on Banking Supervision (of any successor or similar authority), the Bank for International Settlements and (in each case) all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed to have been enacted and become effective after the date of this Agreement.

Capital Requirements. (a) IfIn the event that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall have determined, after the date hereofAmendment Closing Date, a change in, or any introduction or adoption of, any Lender determines that (i) the adoption of or change in any applicable law, rule, rule or regulation or guideline of an Applicable Governmental Authority regarding capital requirements for banks adequacy, capital maintenance, solvency, reserves, weighting, foreign claims of deposits or bank holding companies, other similar matters (hereafter “Capital Adequacy”) or any change in the interpretation or application administration thereof by any Applicable Governmental Authority Authority, charged with the interpretation or administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy Capital Adequacy (whether or not having the force of law)) of any Applicable Governmental Authority, has or would have the effect of reducing the rate of return on such capital of UBS AG, Stamford Branch, in its capacity as Issuing Lender’s , or such holding company’s capital its Controlling Persons as a consequence of such the obligations of UBS AG, Stamford Branch, in its capacity as Issuing Lender’s Commitments hereunder , under or with respect to this Agreement or the Letter of Credit to a level below that which such Lender UBS AG, Stamford Branch, in its capacity as Issuing Lender, or such holding company its Controlling Persons could have achieved but for such introduction, adoption, change, request or compliance directive (taking into consideration such the policies of UBS AG, Stamford Branch, in its capacity as Issuing Lender’s , or such holding company’s then existing policies its Controlling Persons with respect to capital adequacy and assuming Capital Adequacy) (in any case other than with respect to such a change or proposed change regarding Taxes, the full utilization consequences of such entity’s capital) by any amount deemed by such Lender to be materialwhich are addressed in Section 2.04(a), then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, the Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital to UBS AG, Stamford Branch, in its capacity as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Issuing Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure additional amount or delay on the part of any Lender amounts as will compensate UBS AG, Stamford Branch, in its capacity as Issuing Lender, or its Controlling Persons for such reduction; provided, however, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall only exercise its rights under Section 2.04(b) if it exercises such rights under all other similar transactions to demand compensation pursuant to this Section shall not constitute which it is a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofparty.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower Borrowers and Agent thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower Borrowers shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower Borrowers of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) IfWithout duplication of the other costs referred to in this Section 2.10, after the date hereof, if any Lender or any Issuing Lender determines that (i) the adoption of or change any Change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Law affecting such Lender or its parent bank such Issuing Lender or any Lending Office of such Lender or such Lender’s or such Issuing Lender’s holding company with any guidelinecompany, request or directive of any such entity if any, regarding capital adequacy (whether or not having the force of law)liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Lender’s capital or on the capital of such Lender’s or such Issuing Lender’s holding company’s capital , if any, as a consequence of this Agreement, the Revolving Loan Commitment of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender’s Commitments hereunder , or the Letters of Credit issued by such Issuing Lender, to a level below that which such Lender or such Issuing Lender or such Lender’s or such Issuing Lender’s holding company could have achieved but for such adoption, change, or compliance Change in Law (taking into consideration such Lender’s or such Issuing Lender’s policies and the policies of such Lender’s or such Issuing Lender’s holding company’s then existing policies company with respect to capital adequacy and assuming the full utilization liquidity), then from time to time upon written request of such entity’s capitalLender or such Issuing Lender under Section 2.10(f), the Borrowers shall, subject to the provisions of Section 2.10(g) by any amount deemed by (to the extent applicable), pay to such Lender to be materialor such Issuing Lender, then as the case may be, in accordance with Section 2.10(f), such additional amount or amounts as will compensate such Lender may notify Borrower and Agent thereof. Following receipt of or such notice, Borrower agrees to pay such Issuing Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail or such Lender’s calculation thereof and the assumptions upon which or such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Issuing Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section holding company for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofreduction suffered.

Capital Requirements. (a) If, after the date hereof, If any Lender determines that (i) the adoption introduction of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation any applicable law or application thereof by any Governmental Authority charged with the administration thereofgovernmental rule, regulation, order, guideline or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law) concerning capital adequacy, or any change in interpretation or administration thereof by any Governmental Authority, central bank or comparable agency (in each case after the Closing Date) (provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith concerning capital adequacy and (y) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor similar authority) or the United States financial regulatory authorities, in each case pursuant to Basel III shall, in each case, be deemed to be a change in applicable law concerning capital adequacy after the Closing Date for purposes of this Section 3.6(c) regardless of the date enacted, adopted or issued), has will have the effect of reducing increasing the return amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender based on such Lender’s or such holding company’s capital as a consequence the existence of such Lender’s Commitments hereunder or its obligations hereunder, then the Borrower shall pay to a level below that which such Lender, upon its written notice as hereafter described, such additional amounts as shall be required to compensate such Lender or such holding company could have achieved but other corporation for the increased cost to such adoptionLender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, changeeach Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and which will, to the extent the increased costs or compliance (taking into consideration reduction in the rate of return relates to such Lender’s commitments or such holding company’s then existing policies with respect obligations in general and are not specifically attributable to capital adequacy the Commitments and assuming obligations hereunder, cover all commitments and obligations similar to the full utilization Commitments and obligations of such entity’s capital) by any amount deemed by Lender hereunder whether or not the loan documentation for such other commitments or obligations permits such Lender to make the determination specified in this Section 3.6(c), and such Lender’s determination of compensation owing under this Section 3.6(c) shall, absent manifest error, be materialfinal and conclusive and binding on all the parties hereto. Each Lender, then upon determining that any additional amounts will be payable pursuant to this Section 3.6(c), will give prompt written notice thereof to the Borrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts; provided that no Lender may notify Borrower and Agent thereof. Following receipt shall be entitled to receive additional amounts pursuant to this Section 3.6(c) for increased costs incurred prior to the 180th day before the giving of such notice, Borrower agrees unless such increased costs are due to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any lawlaw that provides for retroactive effect, rule, regulation or guideline that is retroactive, then in which case the 180-180 day period referred to above shall be extended to include the period of retroactive effect thereofeffect.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Administrative Borrower and Agent thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.13(a) shall not constitute a waiver of such Lender’s right to demand such compensation; provided that provided, that, (A) no Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower Borrowers of such law, rule, regulation or guideline guidelines giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that therefore and (B) if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-180 day period referred to above shall be extended to include the period of retroactive effect thereof. For purposes of this Section 2.13(a), the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act, the Basel Committee on Banking Supervision (of any successor or similar authority), the Bank for International Settlements and (in each case) all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed to have been enacted and become effective after the date of this Agreement.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s 's or such holding company’s 's capital as a consequence of such Lender’s 's Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s 's or such holding company’s 's then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s 's capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s 's intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, If any Lender or the Issuing Bank determines that (i) any Change in Law affecting such Lender or the adoption Issuing Bank or any lending office of such Lender or change in any lawsuch Lender’s or the Issuing Bank’s holding company, ruleif any, regulation or guideline regarding capital requirements for banks has or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company’s capital , if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender’s Commitments hereunder , or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such adoption, change, or compliance Change in Law by an amount such Lender deems to be material (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company’s then existing policies company with respect to capital adequacy and assuming the full utilization of such entity’s capitaladequacy), then from time to time within ten (10) by any amount deemed Business Days after submission by such Lender to be material, then such Lender may notify Borrower the Borrowers (with a copy to Agent) of a written request therefor certifying (a) that one of the events described in this Section 3.6 has occurred and Agent thereof. Following receipt describing in reasonable detail the nature of such noticeevent, Borrower agrees (b) as to pay such Lender on demand the amount of such reduction of the rate of return of on capital resulting from such event and (c) as and when such reduction is determined, payable within 30 days after presentation to the additional amount or amounts demanded by such Lender or corporation and a reasonably detailed explanation of a statement in the calculation thereof, the applicable Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount and setting forth in reasonable detail or amounts as will compensate such Lender or the Issuing Bank or such Lender’s calculation thereof and or the assumptions upon which Issuing Bank’s holding company for any such calculation was based (which statement shall be deemed true and correct absent manifest error)reduction suffered. In determining such amount, such Lender may use Such a certificate as to any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation additional amounts payable pursuant to this Section shall not constitute a waiver of subsection submitted by such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior or Issuing Bank, through the Administrative Agent, to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above Borrowers shall be extended to include conclusive in the period absence of retroactive effect thereofmanifest error.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Administrative Borrower and Agent thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower Borrowers shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Administrative Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Administrative Borrower and Agent thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower Borrowers shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Administrative Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request request, or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 90 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). Notwithstanding anything to the contrary in this Section, Borrower will not be required to compensate any Lender pursuant to this Section for any reduction incurred more than 270 days before such Lender notified Borrower of the change in law (or other circumstance) giving rise to such reduction. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Borrower shall not be required to compensate any Lender pursuant to this Section 2.13 for such reduction of rate of return on capital unless such Lender generally charges its other borrowers for such reduction on a comparable basis. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change any Change in any law, rule, regulation or guideline Law regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request request, or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, Change in Law or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, unless such reduction is on account of Taxes, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 90 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change Change in any law, rule, regulation or guideline Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request request, or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 90 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amountNotwithstanding anything to the contrary in this Section, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall will not be required to compensate a any Lender pursuant to this Section for any reductions in return reduction incurred more than 180 days prior to the date that before such Lender notifies notified Borrower of such law, rule, regulation the change in law (or guideline other circumstances) giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofreduction.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change any Change in any law, rule, regulation or guideline Law regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender Lender, or its parent bank holding company company, with any guideline, request or directive of any such entity Governmental Authority regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s ’s, or such holding company’s capital as a consequence of such Lender’s Commitments commitments hereunder to a level below that which such Lender Lender, or such holding company could have achieved but for such adoption, change, Change in Law or compliance (taking into consideration such Lender’s ’s, or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower Borrowers and Agent thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower Borrowers shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower Borrowers of such law, rule, regulation or guideline Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change Change in any law, rule, regulation or guideline Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after If any Lender or the date hereof, any Issuing Lender determines that (i) the adoption of or change any Change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Law affecting such Lender or its parent bank the Issuing Lender or any lending office of such Lender or such Lender’s or the Issuing Lender’s holding company with any guidelinecompany, request or directive of any such entity if any, regarding capital adequacy (whether or not having the force of law), liquidity requirements has or would have the effect of reducing by an amount such Lender deems to be material the rate of return on such Lender’s or the Issuing Lender’s capital or on the capital of such Lender’s or the Issuing Lender’s holding company’s capital , if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Loans held by, such Lender’s Commitments hereunder , or the Letters of Credit issued by the Issuing Lender, to a level below that which such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company could have achieved but for such adoption, change, or compliance Change in Law (taking into consideration such Lender’s or the Issuing Lender’s policies and the policies of such Lender’s or the Issuing Lender’s holding company’s then existing policies company with respect to capital adequacy and assuming or liquidity requirements), then from time to time the full utilization of such entity’s capital) by any amount deemed by Borrowers will pay to such Lender to be materialor the Issuing Lender, then as the case may be, such additional amount or amounts as will compensate such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such or the Issuing Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail or such Lender’s calculation thereof and or the assumptions upon which Issuing Lender’s holding company for any such calculation was based (which statement reduction suffered. Notwithstanding anything to the contrary contained in this Section 4.6.2, no Lender, Issuing Lender or other Recipient shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use permitted to make a claim to any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to Borrower under this Section shall not constitute a waiver 4.6.2 unless such Lender, Issuing Lender or other Recipient is making similar claims against other borrowers of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a , Issuing Lender pursuant to this Section for any reductions in return incurred more than 180 days prior or other Recipient to the date that extent such Lender notifies Borrower of such law, rule, regulation or guideline giving rise borrowers are similarly situated to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofBorrowers.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 90 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 18090-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, If any Lender determines that (i) the adoption introduction of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation any applicable law or application thereof by any Governmental Authority charged with the administration thereofgovernmental rule, regulation, order, guideline or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law) concerning capital adequacy, or any change in interpretation or administration thereof by any Governmental Authority, central bank or comparable agency (in each case after the date of this Agreement), has will have the effect of reducing increasing the return amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender based on such Lender’s or such holding company’s capital as a consequence the existence of such Lender’s Commitments hereunder or its obligations hereunder, then the Borrower shall pay to a level below that which such Lender, upon its written notice as hereafter described, such additional amounts as shall be required to compensate such Lender or such holding company could have achieved but other corporation for the increased cost to such adoptionLender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, changeeach Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and which will, to the extent the increased costs or compliance (taking into consideration reduction in the rate of return relates to such Lender’s commitments or such holding company’s then existing policies with respect obligations in general and are not specifically attributable to capital adequacy the Commitments and assuming obligations hereunder, cover all commitments and obligations similar to the full utilization Commitments and obligations of such entity’s capital) by any amount deemed by Lender hereunder whether or not the loan documentation for such other commitments or obligations permits such Lender to make the determination specified in this Section 3.6(c), and such Lender’s determination of compensation owing under this Section 3.6(c) shall, absent manifest error, be materialfinal and conclusive and binding on all the parties hereto. Each Lender, then upon determining that any additional amounts will be payable pursuant to this Section 3.6(c), will give prompt written notice thereof to the Borrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts; provided that no Lender may notify Borrower and Agent thereof. Following receipt shall be entitled to receive additional amounts pursuant to this Section 3.6(c) for increased costs incurred prior to the 180th day before the giving of such notice, Borrower agrees unless such increased costs are due to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any lawlaw that provides for retroactive effect, rule, regulation or guideline that is retroactive, then in which case the 180-180 day period referred to above shall be extended to include the period of retroactive effect thereofeffect).

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change any Change in any law, rule, regulation or guideline Law regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, companies or (ii) compliance by such Lender Lender, or its their respective parent bank holding company companies, with any guideline, request or directive of any such entity Governmental Authority regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s ’s, or such holding company’s companies’ capital as a consequence of such Lender’s Commitments commitments, Term Loans, participations or other obligations hereunder to a level below that which such Lender Lender, or such holding company companies could have achieved but for such adoption, change, Change in Law or compliance (taking into consideration such Lender’s ’s, or such holding company’s companies’ then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change Change in any law, rule, regulation or guideline Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, If after the date hereof, hereof any Lender reasonably determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority governmental authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s 's or such holding company’s 's capital as a consequence of such Lender’s Commitments 's commitment to make Loans hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, change or compliance (taking into consideration such Lender’s 's or such holding company’s 's then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s 's capital) by any amount deemed by such Lender to be material, then such Lender may shall notify the Borrower and Agent thereof. Following receipt of such notice, The Borrower agrees to pay to such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error)) unless within such 30 day period the Borrower shall have prepaid in full all obligations to such Lender, in which event no amount shall be payable to such Lender under this Section. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, If any Lender or any Issuing Lender determines that (i) the adoption of or change any Change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Law affecting such Lender or its parent bank such Issuing Lender or any Lending Office of such Lender or such Lender’s or such Issuing Lender’s holding company with any guidelinecompany, request or directive of any such entity if any, regarding capital adequacy (whether or not having the force of law)liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Lender’s capital or on the capital of such Lender’s or such Issuing Lender’s holding company’s capital , if any, as a consequence of this Agreement, the Revolving Credit Commitment of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender’s Commitments hereunder , or the Letters of Credit issued by such Issuing Lender, to a level below that which such Lender or such Issuing Lender or such Lender’s or such Issuing Lender’s holding company could have achieved but for such adoption, change, or compliance Change in Law (taking into consideration such Lender’s or such Issuing Lender’s policies and the policies of such Lender’s or such Issuing Lender’s holding company’s then existing policies company with respect to capital adequacy and assuming the full utilization liquidity), then from time to time upon written request of such entity’s capital) by any amount deemed by Lender or such Issuing Lender the Parent Borrower shall promptly pay to such Lender to be materialor such Issuing Lender, then as the case may be, such additional amount or amounts as will compensate such Lender may notify Borrower and Agent thereofor such Issuing Lender or such Lender’s or such Issuing Lender’s holding company for any such reduction suffered. Following receipt A certificate of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail the basis for determining such Lender’s calculation thereof and the assumptions upon which amounts necessary to compensate such calculation was based (which statement Lender shall be deemed true forwarded to the Parent Borrower through the Administrative Agent and shall be conclusively presumed to be correct absent manifest error). In determining such amountNotwithstanding any other provision herein, such no Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to shall demand compensation pursuant to this Section 4.9 if it shall not constitute a waiver at the time be the general policy or practice of such Lender’s right Lender to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior compensation from similarly situated borrowers (to the date extent that such Lender notifies has the right to do so under its credit facilities with similarly situated borrowers). The applicable Borrower shall pay the Administrative Agent for the account of such law, rule, regulation or guideline giving rise to Lender the amount shown as due on any such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect certificate within 10 days after receipt thereof.

Capital Requirements. (a) If, If after the date hereof, any hereof the Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority governmental authority charged with the administration thereof, or (ii) compliance by such the Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such the Lender’s or such holding company’s capital as a consequence of such the Lender’s Commitments commitment to make Loans hereunder to a level below that which such the Lender or such holding company could have achieved but for such adoption, change, change or compliance (taking into consideration such the Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such the Lender to be material, then such the Lender may shall promptly notify the Borrower and Agent thereof. Following receipt of such notice, The Borrower agrees to pay such to the Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after upon presentation by such the Lender of a written statement in the amount and setting forth in reasonable detail such the Lender’s calculation thereof and the assumptions upon which such calculation was based (thereof, which statement shall be deemed true and correct absent manifest error). In determining such amount, such the Lender may use any reasonable averaging and attribution methods. Failure or delay on Notwithstanding anything to the part of any Lender to demand compensation pursuant to contrary in this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Section, the Borrower shall not be required to compensate a the Lender pursuant to this Section for any reductions in return amounts incurred more than 180 days prior to the date that such the Lender notifies the Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such the Lender’s intention to claim compensation therefor; provided further that that, if the circumstances giving rise to such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactivehave a retroactive effect, then the 180-such 180 day period referred to above shall be extended to include the period of such retroactive effect thereofeffect.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower Parent and Agent thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower Borrowers shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower Parent of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Administrative Borrower and Agent thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 90 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error); provided that the Borrowers shall not be required to compensate any Lender pursuant to this Section 2.14 for any increased costs incurred more than 180 days prior to the date that such Lender notified Agent of the change in law giving rise to such reduction; provided further that if the change in law giving rise to such reduction is retroactive, then the 180-day period referred to above shall not begin earlier than the date of effectiveness of the change in law. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change any Change in any law, rule, regulation or guideline Law regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender Lender, or its their respective parent bank holding company companies, with any guideline, request or directive of any such entity Governmental Authority regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s companies’ capital as a consequence of such Lender’s Commitments Loans hereunder to a level below that which such Lender or such holding company companies could have achieved but for such adoption, change, Change in Law or compliance (taking into consideration such Lender’s or such holding company’s companies’ then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change Change in any law, rule, regulation or guideline Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital capital, reserve or liquidity requirements for banks or bank holding companies, or any change in the interpretation interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments or obligations hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 90 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 18090-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or reserve requirements for lenders, banks or bank holding companies, or any change in the interpretation interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, including those changes resulting from the enactment of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and Basel III, regardless of the date enacted, adopted or issued, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments loan commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent Borrowers thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 thirty (30) days after presentation by such Lender of a statement in of the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower Borrowers shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 one hundred and eighty (180) days prior to the date that such Lender notifies Borrower Borrowers of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the one hundred and eighty (180-) day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Revolver Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error); provided, however, that Borrower shall not be required to compensate any Lender pursuant to this Section 2.13(a) for such reduction of rate of return on capital incurred more than 90 days prior to the date that such Lender delivers such statement. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or liquidity requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy or liquidity (whether or not having the force of law), has the effect of reducing the return on such Lender’s 's or such holding company’s 's capital as a consequence of such Lender’s 's Revolver Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s 's or such holding company’s 's then existing policies with respect to capital adequacy and liquidity and assuming the full utilization of such entity’s 's capital) by any amount reasonably deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s 's intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Administrative Borrower and Agent thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that provided, that, (A) no Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower Borrowers of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that therefore and (B) if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. For purposes of this Section 2.13(a), the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Basel Committee on Banking Supervision (of any successor or similar authority), the Bank for International Settlements and (in each case) all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed to have been enacted and become effective after the date of this Agreement.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change any Change in any law, rule, regulation or guideline Law regarding capital or reserve requirements for banks or bank holding companies, (ii) any Change in Law relating to Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its Loans, commitments or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereofother obligations, or its deposits, reserves, other liabilities or capital attributable thereto or (iiiii) compliance by such Lender Lender, or its their respective parent bank holding company companies, with any guideline, request or directive of any such entity Governmental Authority regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s ’s, or such holding company’s companies’ capital as a consequence of such Lender’s Commitments commitments, Loans, participations or other obligations hereunder to a level below that which such Lender Lender, or such holding company companies could have achieved but for such adoption, change, Change in Law or compliance (taking into consideration such Lender’s ’s, or such holding company’s companies’ then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Administrative Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change Change in any law, rule, regulation or guideline Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, If after the date hereof, any hereof the Lender determines that -------------------- that, for reasons beyond the Lender's reasonable control, (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority governmental authority charged with the administration thereof, or (ii) compliance by such the Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the rate of return on such the Lender’s 's or such holding company’s 's capital as a consequence of such the Lender’s Commitments 's Commitment hereunder or its obligations in respect of any Letter of Credit to a level below that which such the Lender or such holding company could have achieved but for such adoption, change, change or compliance (taking into consideration such the Lender’s 's or such holding company’s 's then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s 's capital) by any amount deemed by such the Lender to be material, then such the Lender may shall notify the Borrower and Agent thereof. Following receipt of such notice, The Borrower agrees to pay such to the Lender on demand the amount of such reduction of its rate of return on capital as a consequence of capital the Lender's Commitment hereunder or its obligations in respect of any Letter of Credit as and when such reduction is determined, payable within 30 90 days after presentation by such the Lender of a statement in the amount and setting forth in reasonable detail such the Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error)) unless within such 90 day period the Borrower shall have prepaid in full all Obligations to the Lender, in which event no amount shall be payable to the Lender under this Section. In determining such amount, such the Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.SECTION IIA ----------- LETTERS OF CREDIT -----------------

Capital Requirements. (a) If, after the date hereofof this Restated Credit Agreement, any Lender Bank determines that (i) any Change of Law affects the adoption amount of capital required or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, expected to be maintained by such Bank or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereofPerson controlling such Bank (a "Capital Adequacy Requirement"), or (ii) compliance the amount of capital maintained by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s Bank or such holding company’s Person which is attributable to or based upon the Revolving Loans, the Revolving Loan Commitments or this Restated Credit Agreement must be increased as a result of such Capital Adequacy Requirement (taking into account such Bank's or such Person's policies with respect to capital adequacy) and (iii) in the case of increased capital attributable to or based upon the Revolving Loans, the increased costs to such Bank or such Person of such increased capital is not fully reflected in the interest rates applicable to the Revolving Loans hereunder and such Bank or such Person's capital as a consequence of its Revolving Loan Commitments or the Revolving Loans made by such Lender’s Commitments hereunder Bank or such Person is reduced to a level below that which such Lender Bank or such holding company Person, as the case may be, could have achieved but for the occurrence of any such adoption, change, or compliance (taking into consideration circumstance; then Borrower shall pay to such Lender’s Bank or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization Person, upon demand of such entity’s capital) by any amount deemed by Bank, such Lender amounts as such Bank or such Person shall determine are necessary to be material, then compensate such Lender may notify Borrower and Agent thereof. Following receipt Bank or such Person for the increased costs to such Bank or such Person of such notice, Borrower agrees to pay such Lender on demand the amount of increased capital and for such reduction in rate of return of capital as and when return. A Bank shall demand such reduction is determined, payable within 30 days after presentation amounts by such Lender of delivering to Borrower a statement in the amount and setting written certificate which sets forth in reasonable detail the allocation of the increased costs to such Lender’s calculation thereof Bank's Revolving Loans, Revolving Loan Commitment or this Restated Credit Agreement, as the case may be, and the assumptions upon calculations from which such calculation was based (costs were derived, which statement certificate shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver prima facie evidence of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofincreased costs.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Administrative Borrower and Agent thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 thirty (30) days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that provided, that, (A) no Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 one hundred eighty (180) days prior to the date that such Lender notifies Borrower Borrowers of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that therefore and (B) if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. For purposes of this Section 2.11 (a), the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection, the Basel Committee on Banking Supervision (or any successor or similar authority), the Bank for International Settlements and all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed to have been enacted and become effective after the date of this Agreement.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or reserve requirements for banks or bank holding companiescompanies (including any Regulatory Change), or any change in the interpretation interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower Parent and Agent thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower Borrowers shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower Parent of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, If any Lender determines that (i) the adoption introduction of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation any applicable law or application thereof by any Governmental Authority charged with the administration thereofgovernmental rule, regulation, order, guideline or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law)) concerning capital adequacy, has or any change in (after the Closing Date) interpretation or administration thereof by any Governmental Authority, central bank or comparable agency, will have the effect of reducing increasing the return amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender based on such Lender’s or such holding company’s capital as a consequence the existence of such Lender’s 's Commitments hereunder or its obligations hereunder, then Borrowers shall pay to a level below that which such Lender, upon its written demand therefor, such additional amounts as shall be required to compensate such Lender or such holding company could have achieved but other corporation for the increased cost to such adoption, change, or compliance (taking into consideration such Lender’s Lender or such holding company’s then existing policies with respect other corporation or the reduction in the rate of return to capital adequacy and assuming the full utilization such Lender or such other corporation as a result of such entity’s increase of capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amountadditional amounts, such each Lender may will act reasonably and in good faith and will use any reasonable averaging and attribution methods. Failure methods which are reasonable and which will, to the extent the increased costs or delay on reduction in the part rate of any return relates to such Lender's commitments or obligations in general and are not specifically attributable to the Commitments and obligations hereunder, cover all commitments and obligations similar to the Commitments and obligations of such Lender hereunder whether or not the loan documentation for such other commitments or obligations permits the Lender to demand make the determination specified in this Section 3.6(c), and such Lender's determination of compensation owing under this Section 3.6(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 3.6(c), will give prompt written notice thereof to Borrowers, which notice shall not constitute a waiver show the basis for calculation of such Lender’s right additional amounts, although the failure to demand give any such compensation; provided that Borrower notice (unless the respective Lender has intentionally withheld or delayed such notice, in which case the respective Lender shall not be required entitled to compensate a Lender receive additional amounts pursuant to this Section 3.6(c) for any reductions in return incurred more than 180 days periods occurring prior to the date that such Lender notifies Borrower 180th day before the giving of such law, rule, regulation notice) shall not release or guideline giving rise diminish any of Borrowers' obligations to such reductions and of such Lender’s intention pay additional amounts pursuant to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofthis Section 3.6(c).

Capital Requirements. (a) If, If after the date hereof, hereof any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments Commitment to make Loans hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, change or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may shall notify Borrower the Borrowers and the Agent thereof. Following receipt of such notice, Borrower agrees The Borrowers agree to pay to such Lender on demand the amount of such reduction of return of on capital as and when such reduction is determined, payable within 30 ninety (90) days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error)) unless within such ninety (90) day period the Borrowers shall have prepaid in full all Obligations (other than contingent indemnification or reimbursement Obligations, to the extent no claim giving rise thereto has been asserted in writing) to such Lender, in which event no amount shall be payable to such Lender under this Section 2.13. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Revolver Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Administrative Borrower and Agent thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower Borrowers shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Administrative Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of any Change in Law regarding capital, liquidity or change in any law, rule, regulation or guideline regarding capital reserve requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company companies with any guideline, request or directive of any such entity Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on such Lender’s 's or such holding company’s companies' capital or liquidity as a consequence of such Lender’s Commitments 's commitments, Loans, participations or other obligations hereunder to a level below that which such Lender or such holding company companies could have achieved but for such adoption, change, Change in Law or compliance (taking into consideration such Lender’s 's or such holding company’s companies' then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s 's capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent Borrowers thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided provided, that Borrower Borrowers shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower Borrowers of such law, rule, regulation or guideline Change in Law giving rise to such reductions and of such Lender’s 's intention to claim compensation therefor; provided further further, that if such claim arises by reason of the adoption of or change Change in any law, rule, regulation or guideline Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Issuing Bank or any Lender determines that (i) the adoption of or change any Change in any law, rule, regulation or guideline Law regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender Issuing Bank or its such Lender, or their respective parent bank holding company companies, with any guideline, request or directive of any such entity Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on such Issuing Bank’s, such Lender’s ’s, or such holding company’s companies’ capital as a consequence of such Issuing Bank’s or such Lender’s Commitments commitments hereunder to a level below that which such Lender Issuing Bank, such Lender, or such holding company companies could have achieved but for such adoption, change, Change in Law or compliance (taking into consideration such Issuing Bank’s, such Lender’s ’s, or such holding company’s companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by such Issuing Bank or such Lender to be material, then such Issuing Bank or such Lender may notify Borrower Borrowers and Agent thereof. Following receipt of such notice, Borrower agrees the Borrowers agree to pay such Issuing Bank or such Lender on demand the amount of such reduction of or return of capital as and when such reduction is determined, payable within 30 days after presentation by such Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail such Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of such Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Issuing Bank’s or such Lender’s right to demand such compensation; provided that no Borrower shall not be required to compensate an Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Issuing Bank or such Lender notifies Borrower Borrowers of such law, rule, regulation or guideline Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change Change in any law, rule, regulation or guideline Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s 's or such holding company’s 's capital as a consequence of such Lender’s 's Revolver Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s 's or such holding company’s 's then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s 's capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s 's intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, If any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, after the date hereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law)) after the date hereof, has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Administrative Borrower and Agent thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 90 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). Notwithstanding anything to the contrary in this Section, Borrowers will not be required to compensate any Lender pursuant to this Section for any reduction incurred more than 180 days before such Lender notified Administrative Borrower of the change in law (or other circumstance) giving rise to such reduction. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender reasonably determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change after the date hereof in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request request, or directive of any such entity regarding capital adequacy (whether or not having the force of law), has or will have the effect of reducing the return on such Lender’s 's or such holding company’s 's capital as a consequence of such Lender’s 's Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s 's or such holding company’s 's then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s 's capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determineddetermined (but in no event for a period of more than 90 days prior to the date of the written notice), payable within 30 90 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on The foregoing notwithstanding, in the part of event that payments to any Lender are required to demand compensation pursuant be made hereunder as a result of such additional costs, Borrower shall be entitled to substitute for such Lender any other bank or financial institution reasonably acceptable to Agent, and such Lender shall have no right to refuse to be replaced hereunder. Each such Lender shall state in the notice required by this Section shall not constitute a waiver 2.14, in reasonable detail, the cause and amount of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 additional cost. Within 30 days prior to the date that such Lender notifies Borrower after receipt of such lawnotice, ruleBorrower may, regulation or guideline giving rise at its option, elect to such reductions and of terminate the Revolver Commitment that is held by such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Administrative Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereofof this Agreement, any Lender determines that (i) any Change of Law affects the adoption amount of capital required or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance expected to be maintained by such Lender or its parent bank holding company with any guidelinePerson controlling such Lender (a “Capital Adequacy Requirement”) and (ii) the amount of capital maintained by such Lender or such Person which is attributable to or based upon the Loans, request the Letters of Credit, the Commitments or directive this Agreement must be increased as a result of any such entity regarding capital adequacy Capital Adequacy Requirement (whether or not having the force of law), has the effect of reducing the return on taking into account such Lender’s or such holding companyPerson’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming adequacy), the full utilization Borrowers shall pay to such Lender or such Person, within ten (10) Business Days after demand of such entity’s capital) Lender (which demand shall be accompanied by any amount deemed by the certificate referred to below), such amounts as such Lender or such Person shall determine are necessary to be material, then compensate such Lender may notify Borrower and Agent thereof. Following receipt or such Person for the increased costs to such Lender or such Person of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and increased capital. A certificate setting forth in reasonable detail the amount of such Lender’s calculation thereof and increased costs, submitted by any Lender to the assumptions upon which such calculation was based (which statement Borrowers shall be deemed true and correct conclusive absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on The obligations of the part of any Lender to demand compensation pursuant to Borrowers under this Section 2.12(d) shall not constitute a waiver survive the payment and performance of such Lender’s right to demand such compensation; provided that Borrower the Obligations and the termination of this Agreement. Notwithstanding the foregoing, the Borrowers shall not be required to compensate a Lender pursuant to this Section 2.12(d) for any reductions in return increased costs incurred more than 180 days prior to the date that such Lender notifies Borrower the Borrowers of such law, rule, regulation or guideline the Change in Law giving rise to such reductions increased costs and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of any Change in Law regarding capital, liquidity or change in any law, rule, regulation or guideline regarding capital reserve requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender Lender, or its their respective parent bank holding company companies, with any guideline, request or directive of any such entity Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on such Lender’s ’s, or such holding company’s companies’ capital as a consequence of such Lender’s Commitments commitments hereunder to a level below that which such Lender Lender, or such holding company companies could have achieved but for such adoption, change, Change in Law or compliance (taking into consideration such Lender’s ’s, or such holding company’s companies’ then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change Change in any law, rule, regulation or guideline Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, If any Lender determines that (i) the adoption introduction of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation any applicable law or application thereof by any Governmental Authority charged with the administration thereofgovernmental rule, regulation, order, guideline or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law)) concerning capital adequacy, has or any change in (after the date of this Agreement) interpretation or administration thereof by any Governmental Authority, central bank or comparable agency, will have the effect of reducing increasing the return amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender based on such Lender’s or such holding company’s capital as a consequence the existence of such Lender’s 's Revolving Commitments hereunder or its obligations hereunder, then Borrower shall pay to a level below that which such Lender, upon its written demand therefor, such additional amounts as shall be required to compensate such Lender or such holding company could have achieved but other corporation for the increased cost to such adoption, change, or compliance (taking into consideration such Lender’s Lender or such holding company’s then existing policies with respect other corporation or the reduction in the rate of return to capital adequacy and assuming the full utilization such Lender or such other corporation as a result of such entity’s increase of capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amountadditional amounts, such each Lender may will act reasonably and in good faith and will use any reasonable averaging and attribution methods. Failure methods which are reasonable and which will, to the extent the increased costs or delay on reduction in the part rate of any return relates to such Lender's commitments or obligations in general and are not specifically attributable to the Revolving Commitments and obligations hereunder, cover all commitments and obligations similar to the Revolving Commitments and obligations of such Lender hereunder whether or not the loan documentation for such other commitments or obligations permits the Lender to demand make the determination specified in this SECTION 3.6(c), and such Lender's determination of compensation owing under this SECTION 3.6(c) shall, absent demonstrable error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section SECTION 3.6(c), will give prompt written notice thereof to Borrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to give any such notice shall not constitute a waiver release or diminish any of such Lender’s right Borrower's obligations to demand such compensation; pay additional amounts pursuant to this SECTION 3.6(c) provided that Borrower shall not be required to compensate a such Lender pursuant to this Section section for any increased costs or reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation the increased costs or guideline giving rise to such reductions and of such Lender’s 's intention to claim compensation therefor; provided further that PROVIDED FURTHER that, if such claim arises by reason of the adoption of or change in any law, rule, regulation law giving rise to such increased costs or guideline that reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 30 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 18030-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change any Change in any law, rule, regulation or guideline Law regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender Lender, or its their respective parent bank holding company companies, with any guideline, request or directive of any such entity Governmental Authority regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s companies’ capital as a consequence of such Lender’s Commitments commitments, Loans, participations or other obligations hereunder to a level below that which such Lender or such holding company companies could have achieved but for such adoption, change, Change in Law or compliance (taking into consideration such Lender’s or such holding company’s companies’ then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower Representative and Agent thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower Borrowers shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower Representative or any other Borrower of such law, rule, regulation or guideline Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change Change in any law, rule, regulation or guideline Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, If any Lender determines that (i) the adoption any Change in Law affecting such Lender or any lending office of such Lender or change in any lawsuch Lender’s holding company, ruleif any, regulation or guideline regarding capital requirements for banks has or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company’s capital , if any, as a consequence of this Agreement, the Revolving Credit Commitment of such Lender’s Commitments hereunder Lender or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such adoption, change, or compliance Change in Law (taking into consideration such Lender’s or policies and the policies of such Lender’s holding company’s then existing policies company with respect to capital adequacy and assuming the full utilization adequacy), then from time to time upon written request of such entity’s capital) by any amount deemed by Lender the Borrowers shall promptly pay to such Lender to be material, then such additional amount or amounts as will compensate such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail or such Lender’s calculation thereof and holding company for any such reduction suffered. It is acknowledged that this Agreement is being entered into by the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay Lenders on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided understanding that Borrower shall the Lenders will not be required to compensate a Lender pursuant maintain capital against their Revolving Credit Commitment or the Swingline Commitment, as applicable, under current Applicable Laws, regulations and regulatory guidelines. In the event the Lenders shall be advised by any Governmental Authority after the date hereof or shall otherwise determine on the basis of pronouncements of any Governmental Authority after the date hereof that such understanding is incorrect, it is agreed that the Lenders will be entitled to make claims under this Section for any reductions in return incurred more than 180 days prior (each such claim to be made within a reasonable period of time after the Lenders are so advised or have so determined) based upon market requirements prevailing on the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise hereof for commitments under comparable credit facilities against which capital is required to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofmaintained.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Issuing Bank or any Lender determines that (i1) the adoption of or change any Change in any law, rule, regulation or guideline Law regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii2) compliance by such Lender Issuing Bank or its such Lender, or their respective parent bank holding company companies, with any guideline, request or directive of any such entity Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on such Issuing Bank’s, such Lender’s ’s, or such holding company’s companies’ capital as a consequence of such Issuing Bank’s or such Lender’s Commitments commitments hereunder to a level below that which such Lender Issuing Bank, such Lender, or such holding company companies could have achieved but for such adoption, change, Change in Law or compliance (taking into consideration such Issuing Bank’s, such Lender’s ’s, or such holding company’s companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by such Issuing Bank or such Lender to be material, then such Issuing Bank or such Lender may notify Borrower Borrowers and Agent thereof. Following receipt of such notice, Borrower agrees the Borrowers agree to pay such Issuing Bank or such Lender on demand the amount of such reduction of or return of capital as and when such reduction is determined, payable within 30 days after presentation by such Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail such Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of such Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Issuing Bank’s or such Lender’s right to demand such compensation; provided that no Borrower shall not be required to compensate an Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Issuing Bank or such Lender notifies Borrower Borrowers of such law, rule, regulation or guideline Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change Change in any law, rule, regulation or guideline Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change after the Closing Date in any law, rule, regulation or guideline regarding capital or reserve requirements for banks or bank holding companies, or any change after the Closing Date in the interpretation interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Administrative Borrower and Agent thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that no Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Administrative Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of any Change in Law regarding capital, liquidity or change in any law, rule, regulation or guideline regarding capital reserve requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank or such Lender Lender, or its their respective parent bank holding company companies, with any guideline, request or directive of any such entity Governmental Authority regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s ’s, or such holding company’s companies’ capital as a consequence of Issuing Bank’s or such Lender’s Commitments commitments hereunder to a level below that which Issuing Bank, such Lender Lender, or such holding company companies could have achieved but for such adoption, change, Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s ’s, or such holding company’s companies’ then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrower Borrowers and Agent thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided that Borrower Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrower Borrowers of such law, rule, regulation or guideline Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change Change in any law, rule, regulation or guideline Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of any Change in Law regarding capital, liquidity or change in any law, rule, regulation or guideline regarding capital reserve requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender Lender, or its their respective parent bank holding company companies, with any guideline, request or directive of any such entity Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on such Lender’s ’s, or such holding company’s companies’ capital or liquidity as a consequence of such Lender’s Commitments Loan, participations or other obligations hereunder to a level below that which such Lender Lender, or such holding company companies could have achieved but for such adoption, change, Change in Law or compliance (taking into consideration such Lender’s ’s, or such holding company’s companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower Borrowers and Agent thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.9(a) shall not constitute a waiver of such Lender’s right to demand such compensation; provided provided, that Borrower Borrowers shall not be required to compensate a Lender pursuant to this Section 2.9(a) for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower Borrowers of such law, rule, regulation or guideline Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further further, that if such claim arises by reason of the adoption of or change Change in any law, rule, regulation or guideline Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change after the date hereof in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request request, or directive of any such entity regarding capital adequacy (whether or not having the force of law), has or will have the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determineddetermined (but in no event for a period of more than 90 days prior to the date of the written notice), payable within 30 90 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on The foregoing notwithstanding, in the part of event that payments to any Lender are required to demand compensation pursuant be made hereunder as a result of such additional costs, Borrower shall be entitled to substitute for such Lender any other bank or financial institution reasonably acceptable to Agent, and such Lender shall have no right to refuse to be replaced hereunder. Each such Lender shall state in the notice required by this Section shall not constitute a waiver 2.14, in reasonable detail, the cause and amount of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 additional cost. Within 30 days prior to the date that such Lender notifies Borrower after receipt of such lawnotice, ruleBorrower may, regulation or guideline giving rise at its option, elect to such reductions and of terminate the Commitment that is held by such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, If after the date hereof, any hereof the Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority governmental authority charged with the administration thereof, or (ii) compliance by such the Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such the Lender’s 's or such holding company’s 's capital as a consequence of such the Lender’s Commitments 's Commitment to make Loans hereunder or its obligations in respect of any Letter of Credit to a level below that which such the Lender or such holding company could have achieved but for such adoption, change, change or compliance (taking into consideration such the Lender’s 's or such holding company’s 's then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s 's capital) by any amount deemed by such the Lender to be material, then such the Lender may shall notify the Borrower and Agent thereof. Following receipt of such notice, The Borrower agrees to pay such to the Lender on demand the amount of such reduction of return of on capital as and when such reduction is determined, payable within 30 90 days after presentation by such the Lender of a statement in the amount and setting forth in reasonable detail such the Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error)) unless within such 90 day period the Borrower shall have prepaid in full all Obligations to the Lender, in which event no amount shall be payable to the Lender under this Section. In determining such amount, such the Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.SECTION IIA

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any lawLaw, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of lawLaw), has the effect of reducing the return on such Lender’s 's or such holding company’s 's capital as a consequence of such Lender’s 's Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s 's or such holding company’s 's then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s 's capital) by any amount deemed by such Lender to be material, then such Lender may notify Administrative Borrower and Agent thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 90 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Any Lender, upon determining that any Lender to demand compensation amounts will be payable pursuant to this Section 2.14, will give notice thereof to the Administrative Borrower, which notice shall include a statement submitted to the Administrative Borrower by such Lender (a copy of which statement shall be sent by such Lender to Agent), setting forth the basis for the calculation of such additional amount or amounts necessary to compensate such Lender, although failure to give any such notice shall not constitute a waiver of such Lender’s right release or diminish Borrowers' obligations to demand such compensationpay additional amounts pursuant to this Section 2.14; provided that Borrower Borrowers shall not be required to compensate a Lender pursuant to this Section section for any increased costs or reductions in return incurred more than 180 days prior to the date that such Lender notifies the Administrative Borrower in writing of the additional amounts and of such lawLender's intention to claim compensation therefore; provided further that, rule, regulation or guideline if the change in law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-180 day period referred to above shall be extended to include the period of retroactive effect thereof. The statement required to be delivered pursuant to this Section 2.14 shall be deemed true and correct absent manifest error.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request request, or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Administrative Borrower and Agent thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 90 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower Borrowers shall not be required to compensate a Lender pursuant to this Section for any reductions reduction in return incurred more than 180 360 days prior to the date that such Lender notifies the Administrative Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180360-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereofthereof (such notice to be delivered by such Lender within ninety (90) days after such Lender becomes aware of any event described in clauses (i) or (ii) of this Section 2.13(a)). Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereofhereof (or, in the case of a Lender that after the date hereof becomes a Lender by way of assignment, after the date of such assignment if the assigning Lender has not already become entitled to make a request under this Section), Issuing Lender or any Lender determines that (i) the adoption of any Change in Law regarding capital, liquidity or change in any law, rule, regulation or guideline regarding capital reserve requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Lender or such Lender or its their respective parent bank holding company companies with any guideline, request or directive of any such entity Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law) changed or imposed after the date hereof (or, in the case of a Lender that after the date hereof becomes a Lender by way of assignment, after the date of such assignment if the assigning Lender has not already become entitled to make a request under this Section), has the effect of reducing the return on Issuing Lender’s, such Lender’s or such holding company’s companies’ capital or liquidity as a consequence of Issuing Lender’s or such Lender’s Commitments commitments, loans, participations or other obligations hereunder to a level below that which Issuing Lender, such Lender or such holding company companies could have achieved but for such adoption, change, Change in Law or compliance (taking into consideration Issuing Lender’s, such Lender’s or such holding company’s companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount reasonably deemed by Issuing Lender or such Lender to be material, then Issuing Lender or such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay Issuing Lender or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Lender or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Lender’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Lender or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Lender or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Lender’s or such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Issuing Lender or any Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Lender or such Lender notifies Borrower of such law, rule, regulation or guideline Change in Law giving rise to such reductions and of Issuing Lender’s or such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change a Change in any law, rule, regulation or guideline Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after If any Lender or the date hereof, any Issuing Lender determines that (i) the adoption of or change any Change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Law affecting such Lender or its parent bank the Issuing Lender or any lending office of such Lender or such Lender’s or the Issuing Lender’s holding company with any guidelinecompany, request or directive of any such entity if any, regarding capital adequacy (whether or not having the force of law), liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Lender’s capital or on the capital of such Lender’s or the Issuing Lender’s holding company’s capital , if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Loans held by, such Lender’s Commitments hereunder , or the Letters of Credit issued by the Issuing Lender, to a level below that which such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company could have achieved but for such adoption, change, or compliance Change in Law (taking into consideration such Lender’s or the Issuing Lender’s policies and the policies of such Lender’s or the Issuing Lender’s holding company’s then existing policies company with respect to capital adequacy and assuming adequacy), then from time to time the full utilization Borrower will pay to such Lender or the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company for any such reduction suffered. If any Lender or the Issuing Lender sustains or incurs any such reduction, it shall from time to time notify the Borrower of such entity’s capital) by any the amount deemed determined in good faith by such Lender or the Issuing Lender (which determination may include such assumptions, allocations of costs and expenses and averaging or attribution methods as such Lender or the Issuing Lender shall deem reasonable) to be material, then necessary to indemnify such Lender may notify Borrower and Agent thereofor the Issuing Lender for such reduction. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting Such notice shall set forth in reasonable detail the basis for such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement determination. Such amount shall be deemed true due and correct absent manifest error). In determining such amount, payable by the Borrower to such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of ten (10) Business Days after such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that notice is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofgiven.

Capital Requirements. (a) If, If after the date hereof, hereof any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority governmental authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments Commitment to make Loans hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, change or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may shall notify the Borrower and the Agent thereof. Following receipt of such notice, The Borrower agrees to pay to such Lender on demand the amount of such reduction of return of on capital as and when such reduction is determined, payable within 30 90 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error)) unless within such 90 day period the Borrower shall have prepaid in full all Obligations to such Lender, in which event no amount shall be payable to such Lender under this Section. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request request, or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s 's or such holding company’s 's capital as a consequence of such Lender’s 's Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s 's or such holding company’s 's then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s 's capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 90 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). Notwithstanding anything to the contrary in this Section, Borrower will not be required to compensate any Lender pursuant to this Section for any reduction incurred more than 270 days before such Lender notified Borrower of the change in law (or other circumstance) giving rise to such reduction. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companiescompanies that is not related to the financial condition of such Lender, or any change in the interpretation or application thereof thereof, by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request request, or directive of any such entity Governmental Authority regarding capital adequacy (whether or not having the force of law)) unrelated to the financial condition of such Lender, has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Revolver Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (aWithout duplication of amounts set forth in Section 3.6(a)(ii) If, after the date hereof, if any Lender determines that (i) the adoption introduction of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation any applicable law, directive or application thereof by any Governmental Authority charged with the administration thereofgovernmental rule, regulation, order, guideline or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law)) concerning capital adequacy, has or any change in (after the date of this Agreement) interpretation or administration thereof by any Governmental Authority, central bank or comparable agency, will have the effect of reducing increasing the return amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender based on such Lender’s or such holding company’s capital as a consequence the existence of such Lender’s Commitments hereunder or its obligations hereunder, then the applicable Borrower shall pay to a level below that which such Lender within 15 days after receipt by such Borrower of written demand by such Lender in accordance with the provisions hereof such additional amounts as shall be required to compensate such Lender or such holding company could have achieved but other corporation for the increased cost to such adoption, change, or compliance (taking into consideration such Lender’s Lender or such holding company’s then existing policies with respect other corporation or the reduction in the rate of return to capital adequacy and assuming the full utilization such Lender or such other corporation as a result of such entity’s increase of capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amountadditional amounts, such each Lender may will act reasonably and in good faith and will use any reasonable averaging and attribution methods. Failure methods which are reasonable and which will, to the extent the increased costs or delay on reduction in the part rate of any return relates to such Lender’s commitments or obligations in general and are not specifically attributable to the Commitments and obligations hereunder, cover all commitments and obligations similar to the Commitments and obligations of such Lender hereunder whether or not the loan documentation for such other commitments or obligations permits the Lender to demand make the determination specified in this Section 3.6(c), and such Lender’s determination of compensation owing under this Section 3.6(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 3.6(c), will give prompt written notice thereof to Borrowers, which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to give any such notice shall not constitute a waiver release or diminish any of such Lender’s right Borrowers’ obligations to demand such compensation; provided that Borrower shall not be required to compensate a Lender pay additional amounts pursuant to this Section 3.6(c) (provided that no Lender shall be entitled to receive additional amounts pursuant to this Section 3.6(c) for any reductions in return incurred more than 180 days periods occurring prior to the date that such Lender notifies Borrower 180th day before the giving of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofnotice).

Capital Requirements. (a) If, after the date hereof, any Lender determines determines, in its Permitted Discretion, that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender Lender, in its Permitted Discretion, to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent their respective Borrower bank holding company companies with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s companies’ capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company companies could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s companies’ then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender Lender, as the case may be, may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees agree to pay such Lender Lender, as the case may be, on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender Lender, as the case may be, may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a any Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further provided, further, that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change any Change in any law, rule, regulation or guideline Law regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank or such Lender Lender, or its their respective parent bank holding company companies, with any guideline, request or directive of any such entity Governmental Authority regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s ’s, or such holding company’s companies’ capital as a consequence of Issuing Bank’s or such Lender’s Commitments commitments hereunder to a level below that which Issuing Bank, such Lender Lender, or such holding company companies could have achieved but for such adoption, change, Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s ’s, or such holding company’s companies’ then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrower Borrowers and Agent thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided that Borrower Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrower Borrowers of such law, rule, regulation or guideline Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change Change in any law, rule, regulation or guideline Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, If any Lender determines that (i) the adoption introduction of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation any applicable law or application thereof by any Governmental Authority charged with the administration thereofgovernmental rule, regulation, order, guideline or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law) concerning capital adequacy, or any change in interpretation or administration thereof by any Governmental Authority, central bank or comparable agency (in each case after the Closing Date) (provided that, notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith concerning capital adequacy shall be deemed to be a change in applicable law concerning capital adequacy after the Closing Date for purposes of this Section 3.6(c) regardless of the date enacted, adopted or issued), has will have the effect of reducing increasing the return amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender based on such Lender’s or such holding company’s capital as a consequence the existence of such Lender’s Commitments hereunder or its obligations hereunder, then the Borrower shall pay to a level below that which such Lender, upon its written notice as hereafter described, such additional amounts as shall be required to compensate such Lender or such holding company could have achieved but other corporation for the increased cost to such adoptionLender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, changeeach Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and which will, to the extent the increased costs or compliance (taking into consideration reduction in the rate of return relates to such Lender’s commitments or such holding company’s then existing policies with respect obligations in general and are not specifically attributable to capital adequacy the Commitments and assuming obligations hereunder, cover all commitments and obligations similar to the full utilization Commitments and obligations of such entity’s capital) by any amount deemed by Lender hereunder whether or not the loan documentation for such other commitments or obligations permits such Lender to make the determination specified in this Section 3.6(c), and such Lender’s determination of compensation owing under this Section 3.6(c) shall, absent manifest error, be materialfinal and conclusive and binding on all the parties hereto. Each Lender, then upon determining that any additional amounts will be payable pursuant to this Section 3.6(c), will give prompt written notice thereof to the Borrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts; provided that no Lender may notify Borrower and Agent thereof. Following receipt shall be entitled to receive additional amounts pursuant to this Section 3.6(c) for increased costs incurred prior to the 180th day before the giving of such notice, Borrower agrees unless such increased costs are due to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any lawlaw that provides for retroactive effect, rule, regulation or guideline that is retroactive, then in which case the 180-180 day period referred to above shall be extended to include the period of retroactive effect thereofeffect.

Capital Requirements. (a) If, after the date hereof, any Lender reasonably determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation interpretation, implementation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error); provided, however, that Borrower shall not be obligated to pay any additional amount pursuant to this Section 2.13(a) with respect to Taxes, the indemnification for which shall be governed solely and exclusively by Section 16. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, If any Lender or any Issuing Lender determines that (i) the adoption of or change any Change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Law affecting such Lender or its parent bank such Issuing Lender or any Lending Office of such Lender or such Lender’s or such Issuing Lender’s holding company with any guidelinecompany, request or directive of any such entity if any, regarding capital adequacy (whether or not having the force of law)liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Lender’s capital or on the capital of such Lender’s or such Issuing Lender’s holding company’s capital , if any, as a consequence of this Agreement, the Commitment of such Lender or participations in Letters of Credit held by, such Lender’s Commitments hereunder , or the Letters of Credit issued by such Issuing Lender or the Lenders, to a level below that which such Lender or such Issuing Lender or such Lender’s or such Issuing Lender’s holding company could have achieved but for such adoption, change, or compliance Change in Law (taking into consideration such Lender’s or such Issuing Lender’s policies and the policies of such Xxxxxx’s or such Issuing Lender’s holding company’s then existing policies company with respect to capital adequacy and assuming the full utilization liquidity), then from time to time upon written request of such entity’s capital) by any amount deemed by Lender or such Issuing Lender the Borrower shall promptly pay to such Lender to be materialor such Issuing Lender, then as the case may be, such additional amount or amounts as will compensate such Lender may notify Borrower and Agent thereof. Following receipt of or such notice, Borrower agrees to pay such Issuing Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail or such Lender’s calculation thereof and or such Issuing Lender’s holding company for any such reduction suffered. It is acknowledged that this Agreement is being entered into by the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay Lenders on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided understanding that Borrower shall the Lenders will not be required to compensate a Lender pursuant maintain capital against their Commitment under current applicable Laws, regulations and regulatory guidelines. In the event the Lenders shall be advised by any Governmental Authority or shall otherwise determine on the basis of pronouncements of any Governmental Authority that such understanding is incorrect, it is agreed that the Lenders will be entitled to make claims under this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if (each such claim arises by reason to be made within a reasonable period of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include time after the period of retroactive effect thereofto which it relates) based upon market requirements prevailing on the Closing Date for commitments under comparable credit facilities against which capital is required to be maintained.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of any Change in Law regarding capital, liquidity or change in any law, rule, regulation or guideline regarding capital reserve requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender Lender, or its their respective parent bank holding company companies, with any guideline, request or directive of any such entity Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on such Lender’s ’s, or such holding company’s companies’ capital as a consequence of such LenderXxxxxx’s Commitments commitments hereunder to a level below that which such Lender Lender, or such holding company companies could have achieved but for such adoption, change, Change in Law or compliance (taking into consideration such Lender’s ’s, or such holding company’s companies’ then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower Xxxxxxxx agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline Change in Law giving rise to such reductions and of such LenderXxxxxx’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change Change in any law, rule, regulation or guideline Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline any Change in Law regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, ,Change in Law or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify ParentAdministrative Borrower and Agent thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower Borrowers shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies ParentAdministrative Borrower of such law, rule, regulation or guideline guidelineChange in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline guidelineChange in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Administrative Borrower and Agent thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, such amount to be payable within 30 90 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower Borrowers shall not be required to compensate a such Lender pursuant to this Section 2.14 for any reductions in return amount incurred more than 180 days prior to the date that such Lender notifies Administrative Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention that it intends to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s 's or such holding company’s 's capital as a consequence of such Lender’s 's Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s 's or such holding company’s 's then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s 's capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereofthereof (provided, that notwithstanding anything herein to the contrary, the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in applicable law or compliance requirement enacted after the Closing Date regardless of the date actually enacted, adopted or issued). Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s 's intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change any Change in any law, rule, regulation or guideline Law regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such LenderXxxxxx’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance Change in Law (taking into consideration such LenderXxxxxx’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Administrative Borrower and Agent thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that no Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Administrative Borrower of such law, rule, regulation or guideline Change in Law giving rise to such reductions and of such LenderXxxxxx’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change Change in any law, rule, regulation or guideline Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request request, or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 90 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error); provided, however, that Borrower shall not be required to compensate such Lender pursuant to this Section 2.14 for such reduction of rate of return of capital incurred more than 180 days prior to the date that such Lender delivers such statement. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s 's or such holding company’s 's capital as a consequence of such Lender’s 's Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s 's or such holding company’s 's then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s 's capital) by any amount deemed by such Lender to be material, then such Lender may notify Administrative Borrower and Agent thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided that Borrower Borrowers shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Administrative Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s 's intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) IfIn the event that UBS AG, Stamford Branch, in its capacity as Issuing Lender, shall have determined, after the date hereofClosing Date, a change in, or any introduction, implementation or adoption of, any Lender determines that (i) the adoption of or change in any applicable law, rule, rule or regulation or guideline of an Applicable Governmental Authority regarding capital requirements for banks adequacy, liquidity requirements, capital maintenance, solvency, reserves, weighting, foreign claims of deposits or bank holding companies, other similar matters (hereafter “Capital Adequacy”) or any change in the interpretation interpretation, implementation or application administration thereof by any Applicable Governmental Authority Authority, charged with the interpretation or administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request requirement or directive of any such entity regarding capital adequacy Capital Adequacy (whether or not having the force of law) of any Applicable Governmental Authority (including, without limitation, (i) in connection with the Xxxx-Xxxxx Xxxx Street Reform and consumer Protection Act or (ii) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority)), has or would have the effect of reducing the rate of return on such Lender’s capital of UBS AG, Stamford Branch, in its capacity as Issuing Lender or such holding company’s capital their respective Controlling Persons as a consequence of such the obligations of UBS AG, Stamford Branch, in its capacity as Issuing Lender’s Commitments hereunder , under or with respect to this Agreement, the Letters of Credit, as applicable, to a level below that which such UBS AG, Stamford Branch, in its capacity as Issuing Lender or such holding company their respective Controlling Persons could have achieved but for such introduction, adoption, change, request or compliance directive (taking into consideration such Lender’s the policies of UBS AG, Stamford Branch, in its capacity as Issuing Lender or such holding company’s then existing policies their respective Controlling Persons with respect to capital adequacy and assuming Capital Adequacy) (in any case other than with respect to such a change or proposed change regarding Taxes, the full utilization consequences of such entity’s capital) by any amount deemed by such Lender to be materialwhich are addressed in Section 2.04(a)), then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, the Borrower agrees to pay to UBS AG, Stamford Branch, in its capacity as Issuing Lender, as applicable, such additional amount or amounts as will compensate UBS AG, Stamford Branch, in its capacity as Issuing Lender on demand the amount or their respective Controlling Persons for such reduction; provided, however, that UBS AG, Stamford Branch, in its capacity as Issuing Lender, as applicable, shall only exercise its rights under Section 2.04(b) if it exercises such rights under all other similar transactions to which it is a party. The Issuing Lender shall describe its allocation of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth these additional amounts to this Agreement in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofdetail.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Administrative Borrower and Agent thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 thirty (30) days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower provided, that, Borrowers shall not be required to compensate a Lender pursuant to this Section 2.13(a) for any reductions in return incurred more than 180 one hundred eighty (180) days prior to the date that such Lender notifies Administrative Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further provided, further, that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the one hundred eighty (180-) day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Administrative Borrower and Agent thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 90 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). Notwithstanding anything to the contrary in this Section, Borrowers will not be required to compensate any Lender pursuant to this Section for any reduction incurred more than 180 days before such Lender notified the Administrative Borrower of the change in law (or other circumstance) giving rise to such reduction. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, If any Lender or L/C Issuer determines that (i) any Change in Law affecting such Lender or L/C Issuer or the adoption Lending Office of such Lender or change in any lawsuch Lender’s or L/C Issuer’s holding company, ruleif any, regulation or guideline regarding capital requirements for banks has or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has would have the effect of reducing the rate of return on such Lender’s or L/C Issuer’s capital or on the capital of such Lender’s or L/C Issuer’s holding company’s capital , if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender’s Commitments hereunder , or the Letters of Credit issued by L/C Issuer, to a level below that which such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company could have achieved but for such adoption, change, or compliance Change in Law (taking into consideration such Lender’s or L/C Issuer’s policies and the policies of such Lender’s or L/C Issuer’s holding company’s then existing policies company with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by adequacy), then from time to time Borrower will pay to such Lender to be materialor L/C Issuer, then as the case may be, such additional amount or amounts as will compensate such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail or L/C Issuer or such Lender’s calculation thereof and or L/C Issuer’s holding company for any such reduction suffered. It is acknowledged that this Agreement is being entered into by the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay Lenders on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided understanding that Borrower shall the Lenders will not be required to compensate a Lender pursuant maintain capital against their Working Capital Commitment, the Swing Line Sublimit or the L/C Sublimit, as applicable, under applicable current Laws and regulatory guidelines. In the event the Lenders shall be advised by any Governmental Authority after the date hereof or shall otherwise determine on the basis of pronouncements of any Governmental Authority after the date hereof that such understanding is incorrect, it is agreed that the Lenders will be entitled to make claims under this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if (each such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the made within a reasonable period of retroactive effect thereoftime after the Lenders are so advised or have so determined).

Capital Requirements. (a) If, If after the date hereof, hereof any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments Commitment to make Loans hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, change or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may shall notify the Borrower and the Agent thereof. Following receipt of such notice, The Borrower agrees to pay to such Lender on demand the amount of such reduction of return of on capital as and when such reduction is determined, payable within 30 ninety (90) days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error)) unless within such ninety (90) day period the Borrower shall have prepaid in full all Obligations to such Lender, in which event no amount shall be payable to such Lender under this Section 2.13. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) IfIf any Lender, any LC Participant or any LC Issuer determines that any Change of Law occurring after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline Closing Date regarding capital or liquidity requirements for banks has or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has would have the effect of reducing the rate of return on the capital or liquidity of such Lender, such LC Participant or such LC Issuer, or the Lending Office of such Lender, such LC Participant or such LC Issuer or such Lender’s, such LC Participant’s or such holding companyLC Issuer’s capital Parent Company, if any, as a consequence of such Lender’s Commitments hereunder the Loans, the Commitments, participation in Letters of Credit to a level below that which such Lender Lender, such LC Participant or such holding company LC Issuer or such Lender’s, such LC Participant’s or such LC Issuer’s Parent Company could have achieved but for such adoption, change, or compliance Change of Law (taking into consideration account such Lender’s, such LC Participant’s or such holding companyLC Issuer’s then existing or such Person’s policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be materialor liquidity adequacy), then Co-Borrowers shall pay to such Lender may notify Borrower and Agent thereof. Following receipt of Lender, such noticeLC Participant, Borrower agrees to pay such Lender on demand the amount of LC Issuer or such reduction of return of capital as and when such reduction is determinedPerson, payable within 30 days after presentation delivery of demand by such Lender Lender, such LC Participant, such LC Issuer or such Person, such amounts as such Lender, such LC Participant, such LC Issuer or such Person shall reasonably determine are necessary to compensate such Lender, such LC Participant, such LC Issuer or such Person for the increased costs to such Lender, such LC Participant, such LC Issuer or such Person of a statement in the amount and such increased capital or liquidity. A certificate of such Lender, such LC Participant, such LC Issuer or such Person, setting forth in reasonable detail the computation of any such increased costs and the basis for such determination, excluding any information that is legally restricted from being disclosed to the Co-Borrowers, delivered to Co-Borrowers by such Lender’s calculation thereof and , such LC Participant, such LC Issuer or such Person shall, in the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent absence of manifest error). In determining such amount, such Lender may use any reasonable averaging be conclusive and attribution methods. Failure or delay binding on Co-Borrowers as to the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver amount of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to increased costs or reduced amounts for purposes of this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofAgreement.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s 's or such holding company’s 's capital as a consequence of such Lender’s 's Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s 's or such holding company’s 's then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s 's capital) by any amount deemed by such Lender to be materialmaterial ("Change in Law"), then such Lender may notify Administrative Borrower and Agent thereof; provided, that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a Change in Law enacted after the Closing Date regardless of the date actually enacted, adopted or issued. Following receipt of such notice, Borrower agrees Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided that no Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Administrative Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s 's intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation interpretation, implementation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request request, or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such noticenotice (a “Cost Notice”), Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 90 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on If Borrower’s payment of such amount results in the part occurrence of an Event of Default under Section 5.11 that would not have occurred but for the payment of such amount, then Lender shall waive such Event of Default. Notwithstanding the foregoing, if Borrower receives a Cost Notice after the first anniversary of the Closing Date that relates to events that are not equally applicable to substantially all banks located in the continental United States of America, and if Borrower provides written notice (a “Replacement Notice”) to Lender within 30 days after receiving such Cost Notice, Borrower may thereafter terminate this Agreement and pay all of the Obligations within 60 days of the date of such Replacement Notice without payment of any Prepayment Fee; provided, however, that if Lender to demand compensation pursuant to this Section shall not constitute a waiver withdraws the Cost Notice within 30 days of such Lender’s right to demand such compensation; provided that its receipt of the Replacement Notice, Borrower shall not be required entitled to compensate a Lender pursuant to terminate this Section for Agreement without payment of any reductions in return incurred more than 180 days prior to the date Prepayment Fee that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall might otherwise be extended to include the period of retroactive effect thereofapplicable.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Administrative Borrower and Agent thereof. Following receipt of such notice, Borrower agrees Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that no Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Administrative Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Administrative Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 90 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on Notwithstanding anything in this Section 2.14 to the part of contrary, in the event any Lender to demand compensation has exercised its rights pursuant to this Section 2.14, and subsequent thereto determines that the additional amounts paid by the Borrower in whole or in part exceed the amount which such Lender actually required to be compensated for any cost or reduction suffered as noted in this Section, the excess, if any, shall not constitute be returned to the Borrower by such Lender. If any Lender requests compensation under this Section, then such Lender shall use reasonable efforts to designate a waiver different lending office for funding or booking its loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender’s right to demand , such compensation; provided that Borrower shall not be required to compensate a Lender designation or assignment (i) would eliminate or reduce amounts payable pursuant to this Section for any reductions Section, as the case may be, in return incurred more than 180 days prior to the date that future and (ii) would not subject such Lender notifies Borrower of such law, rule, regulation to any unreimbursed cost or guideline giving rise expense and would not otherwise be disadvantageous to such reductions Lender. The Borrower hereby agrees to pay all reasonable costs and of expenses incurred by any Lender in connection with any such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of designation or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.assignment