Common use of Capital Requirements Clause in Contracts

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any L/C Issuer determines that any Change in Law affecting such Lender or the such L/C Issuer or any Lending Office of such Lender or such Lender’s or the such L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such L/C Issuer’s capital or on the capital of such Lender’s or the such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the such L/C Issuer, to a level below that which such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such L/C Issuer’s policies and the policies of such Lender’s or the such L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower Borrowers will pay to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company for any such reduction suffered; provided that (x) the Borrowers shall not be treated less favorably with respect to such amounts than how other similarly situated borrowers of such Lender or L/C Issuer are generally treated (it being understood that this provision shall not be construed to obligate any Lender or L/C Issuer to make available any information that, in its sole discretion, it deems confidential) and (y) the Borrowers shall not be liable for such compensation if the relevant Change in Law occurs on a date prior to the date such Lender becomes a party hereto.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have had the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the such L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below upon the Borrower request of such Lender or L/C Issuer and the delivery of the certificate contemplated by Section 3.04(c), the Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company company, as the case may be, for any such reduction suffered.

Capital Requirements. If any Lender or the any L/C Issuer determines in good faith in its reasonable discretion that any Change in Law affecting such Lender or the any L/C Issuer or any Lending Office of such Lender or such Lender’s or the such L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such L/C Issuer’s capital or on the capital of such Lender’s or the such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the such L/C Issuer, to a level below that which such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such L/C Issuer’s policies and the policies of such Lender’s or the such L/C Issuer’s holding company with respect to capital adequacyadequacy or liquidity), then then, to the extent such compensation is sought from time to time pursuant to subsection (c) below similarly situated borrowers, the Borrower will pay to Borrower, upon request of such Lender or the such L/C Issuer, as the case may be, will pay to such Lender or such L/C Issuer such additional amount or amounts as will compensate such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law occurring after the date that such Lender or L/C Issuer first became a Lender or L/C Issuer, as applicable, affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital or liquidity of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any L/C Issuer determines in good faith in its reasonable discretion that any Change in Law affecting such Lender or the any L/C Issuer or any Lending Office of such Lender or such Lender’s or the such L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such L/C Issuer’s capital or on the capital of such Lender’s or the such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the such L/C Issuer, to a level below that which such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such L/C Issuer’s policies and the policies of such Lender’s or the such L/C Issuer’s holding company with respect to capital adequacyadequacy or liquidity), then then, to the extent such compensation is sought from time to time pursuant to subsection (c) below similarly situated borrowers, the Borrower will pay to Borrowers, upon request of such Lender or the such L/C Issuer, as the case may be, will pay, on a joint and several basis, to such Lender or such L/C Issuer such additional amount or amounts as will compensate such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any L/C Issuer determines that any Change in Law affecting such Lender or the such L/C Issuer or any Lending Office of such Lender or such Lender’s or the such L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such L/C Issuer’s capital or on the capital of such Lender’s or the such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the such L/C Issuer, to a level below that which such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such L/C Issuer’s policies and the policies of such Lender’s or the such L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower Borrowers will pay to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the a L/C Issuer determines that any Change in Law affecting such Lender or the a L/C Issuer or any Lending Office of such Lender or such Lender’s or the a L/C Issuer’s holding company, if any, regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such Lender’s or the a L/C Issuer’s capital or on the capital of such Lender’s or the a L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the a L/C Issuer, to a level below that which such Lender or the a L/C Issuer or such Lender’s or the a L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the a L/C Issuer’s policies and the policies of such Lender’s or the a L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower will pay to such Lender or the a L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the a L/C Issuer or such Lender’s or the a L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any L/C Issuer determines that any Change in Law affecting such Lender or the such L/C Issuer or any Lending Office of such Lender or such Lender’s or the such L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such L/C Issuer’s capital or on the capital of such Lender’s or the such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the such L/C Issuer, to a level below that which such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such L/C Issuer’s policies and the policies of such Lender’s or the such L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower will pay to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company for any such reduction suffered; provided that the Borrower shall not be treated less favorably with respect to such amounts than how other similarly situated borrowers of such Lender or L/C Issuer are generally treated (it being understood that this provision shall not be construed to obligate any Lender or L/C Issuer to make available any information that, in its sole discretion, it deems confidential).

Capital Requirements. If any Lender or the L/C Issuer reasonably determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital or liquidity of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below upon demand of such Lender or L/C Issuer setting forth in reasonable detail the Borrower charge and calculation of such reduced rate of return the Loan Parties will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any L/C Issuer reasonably determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the such L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant time, after submission to subsection the Borrower (cwith a copy to the Administrative Agent) below of a written request therefor setting forth in reasonable detail the change and the calculation of such reduced rate of return, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any L/C Issuer determines that any Change in Law affecting such Lender or the applicable L/C Issuer or any Lending Office of such Lender or such Lender’s or the applicable L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the applicable L/C Issuer’s capital or on the capital of such Lender’s or the applicable L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments Commitment of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances L/Cs held by, such Lender, or the Letters of Credit or Bankers’ Acceptances L/Cs issued by the applicable L/C Issuer, to a level below that which such Lender or the applicable L/C Issuer or such Lender’s or the applicable L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the applicable L/C Issuer’s policies and the policies of such Lender’s or the applicable L/C Issuer’s holding company with respect to capital adequacyadequacy and liquidity), then from time to time pursuant to subsection (c) below time, upon demand of such Lender or the applicable L/C Issuer, Borrower will pay to such Lender or the applicable L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the applicable L/C Issuer or such Lender’s or the applicable L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments Commitment of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below upon written request of such Lender or such L/C Issuer the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any L/C Issuer in good faith determines (which such determination shall, absent manifest error, be final and conclusive and binding upon all parties) that any Change in Law affecting such Lender or the any L/C Issuer or any Lending Office of such Lender or such Lender’s or the such L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such L/C Issuer’s capital or on the capital of such Lender’s or the such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the such L/C Issuer, to a level below that which such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such L/C Issuer’s policies and the policies of such Lender’s or the such L/C Issuer’s holding company with respect to capital adequacyadequacy and liquidity), then from time to time pursuant to subsection (c) below the Borrower Company will pay (or cause the applicable Borrower to pay) to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C C-BA Issuer determines that any Change in Law affecting such Lender or the L/C C-BA Issuer or any Lending Office of such Lender or such Lender’s or the L/C C-BA Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C C-BA Issuer’s capital or on the capital of such Lender’s or the L/C C-BA Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C C-BA Issuer, to a level below that which such Lender or the L/C C-BA Issuer or such Lender’s or the L/C C-BA Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C C-BA Issuer’s policies and the policies of such Lender’s or the L/C C-BA Issuer’s holding company with respect to capital adequacy), then from time to time pursuant the Borrowers will, subject to subsection (c) below the Borrower will Section 3.04(c), pay to such Lender or the L/C C-BA Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C C-BA Issuer or such Lender’s or the L/C C-BA Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has had, or would have have, the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital or liquidity of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacyadequacy and liquidity), then from time to time pursuant to subsection (c) below the Borrower Loan Parties will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company company, as the case may be, for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer or the UK Lender determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s 's or the L/C Issuer’s 's holding companycompany or the UK Lender, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s 's or the L/C Issuer’s 's capital or on the capital of such Lender’s 's or the L/C Issuer’s 's holding companycompany or the UK Lender, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the UK Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender or the UK Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s 's or the L/C Issuer’s 's holding company or the UK Lender could have achieved but for such Change in Law (taking into consideration such Lender’s 's or the L/C Issuer’s 's policies and the policies of such Lender’s 's or the L/C Issuer’s 's holding company with respect to capital adequacy)) or the UK Lender, then from time to time pursuant to subsection (c) below the Borrower will pay to such Lender or the L/C IssuerIssuer or the UK Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s 's or the L/C Issuer’s 's holding company or the UK Lender for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office lending office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant time, within 15 days after demand by such Lender or the L/C Issuer (with a copy to subsection (c) below the Administrative Agent), the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer reasonably determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swingline Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then then, upon the Borrower receiving written notice thereof pursuant to the type of certificate set forth below in clause (c) from time to time pursuant to subsection (c) below the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer reasonably determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Credit, Bankers’ Acceptances or Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacyadequacy and liquidity), then from time to time pursuant to subsection (c) below the Borrower Company will pay (or cause the applicable Borrower to pay) to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any L/C Issuer determines that any Change in Law affecting such Lender or the such L/C Issuer or any Lending Office of such Lender or such Lender’s or the such L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such L/C Issuer’s capital or on the capital of such Lender’s or the such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swingline Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the such L/C Issuer, to a level below that which such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such L/C Issuer’s policies and the policies of such Lender’s or the such L/C Issuer’s holding company with respect to capital adequacyadequacy or liquidity), then from time to time pursuant to subsection (c) below the Borrower Company will pay (or cause the applicable Designated Foreign Borrower to pay) to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered. The L/C Issuer and each Lender agrees that, in the event that it submits any demand for payment under this Section 3.04(b) it shall, as part of making such demand, have made a good faith determination (which determination shall be conclusive) that it is concurrently making similar demands of other (but not necessarily all) customers similarly situated.

Capital Requirements. If any Lender or the L/C Issuer reasonably determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacyadequacy and liquidity), then from time to time pursuant to subsection (cthe applicable Borrower(s) below the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered; provided that such amounts shall only be payable by the Borrower to the applicable Lender, the L/C Issuer or such Lender’s or the L/C Issuer’s holding company under this Section 3.04(b) so long as it is such Lender’s, L/C Issuer’s or such Lender’s or the L/C Issuer’s holding company’s general policy or practice to demand compensation in similar circumstances under comparable provisions of similar financing agreements.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Applicable Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swingline Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If If, with respect to any Lender or the L/C Issuer determines that Issuer, any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has had, or would have have, the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower Borrowers will pay to such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company company, as the case may be, for any such reduction suffered.

Capital Requirements. If any Lender or the any L/C Issuer determines that any Change in Law Law, after the date on which a Lender or L/C Issuer becomes a Lender or L/C Issuer hereunder, affecting such Lender or the such L/C Issuer or any Lending Office of such Lender or such Lender’s or the such L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such L/C Issuer’s capital or on the capital of such Lender’s or the such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the such L/C Issuer, to a level below that which such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such L/C Issuer’s policies and the policies of such Lender’s or the such L/C Issuer’s holding company with respect to capital adequacyadequacy and liquidity requirements), then from time to time pursuant to subsection (c) below the Borrower Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have had the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower Borrowers will pay to such Lender or the L/C Issuer, as the case may be, within thirty days after receipt of the request of such Lender or the L/C Issuer (accompanied by a certificate as contemplated by Section 3.06(a)), such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any L/C Issuer determines in good faith in its reasonable discretion that any Change in Law affecting such Lender or the any L/C Issuer or any Lending Office of such Lender or such Lender’s or the such L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such L/C Issuer’s capital or on the capital of such Lender’s or the such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the such L/C Issuer, to a level below that which such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such L/C Issuer’s policies and the policies of such Lender’s or the such L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (cadequacy or liquidity) below the Borrower will pay to by an amount deemed by such Lender or L/C Issuer to be material, then, to the extent such compensation is sought by such Lender or L/C Issuer from similarly situated borrowers, the Borrowers, upon request of such Lender or such L/C Issuer, as the case may be, will pay, on a joint and several basis, to such Lender or such L/C Issuer such additional amount or amounts as will compensate such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company for any such reduction suffered, to the extent such compensation is sought from similarly situated borrowers.

Capital Requirements. If any Lender or the any L/C Issuer determines that any Change in Law affecting such Lender or the such L/C Issuer or any Lending Office of such Lender or such Lender’s or the such L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such L/C Issuer’s capital or on the capital of such Lender’s or the such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swingline Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the such L/C Issuer, to a level below that which such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such L/C Issuer’s policies and the policies of such Lender’s or the such L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower will pay to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office lending office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements or liquidity ratios, has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swingline Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacyadequacy and liquidity), then from time to time pursuant within fifteen (15) days after request by such Lender, the L/C Issuer or other Recipient (with a copy to subsection (c) below the Administrative Agent), the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer reasonably determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital or liquidity of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below upon demand of such Lender or L/C Issuer setting forth in reasonable detail the Borrower charge and calculation of such reduced rate of return the Loan Parties will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Revolving Credit Lender or the L/C Issuer determines that any Change in Law affecting such Revolving Credit Lender or the L/C Issuer or any Lending Office of such Revolving Credit Lender or such Revolving Credit Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return (i) on such Revolving Credit Lender’s or the such L/C Issuer’s capital or on the capital of such Revolving Credit Lender’s or the such L/C Issuer’s holding company, if any, as a consequence of this Agreement, (ii) the Revolving Credit Commitments of such Revolving Credit Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, made by such Revolving Credit Lender, or (iii) the Letters of Credit or Bankers’ Acceptances issued by the such L/C Issuer, to a level below that which such Revolving Credit Lender or the L/C Issuer or such Revolving Credit Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Revolving Credit Lender’s or the L/C Issuer’s policies and the policies of such Revolving Credit Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower will Borrowers will, jointly and severally, pay to such Revolving Credit Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Revolving Credit Lender or the L/C Issuer or such Revolving Credit Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (cand in any event within twenty (20) below days) the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered. A certificate from a Lender provided to the Borrower by the Administrative Agent setting forth such amounts together with calculations thereof shall be conclusive absent manifest error.

Capital Requirements. If any Lender or the L/C Issuer determines (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered; provided that the European Borrower shall not be obligated to pay any amount under this Section 3.04(b) that is solely attributable to the Loans and Commitments that are solely for the benefit of, or Letters of Credit issued solely for the account of, the US Borrower and the US Subsidiaries.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office lending office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Revolving Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant time, within 15 days after demand by such Lender or the L/C Issuer (with a copy to subsection (c) below the Administrative Agent), the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have had the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the such L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacyadequacy and liquidity), then from time to time pursuant to subsection (c) below upon the Borrower request of such Lender or L/C Issuer and the delivery of the certificate contemplated by Section 3.04(c), the Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company company, as the case may be, for any such reduction suffered.

Capital Requirements. If any Lender or the any L/C Issuer determines that any Change in Law affecting such Lender or the such L/C Issuer or any Lending Office of such Lender or such Lender’s or the such L/C Issuer’s holding company, if any, regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such Lender’s or the such L/C Issuer’s capital or on the capital of such Lender’s or the such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the such L/C Issuer, to a level below that which such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such L/C Issuer’s policies and the policies of such Lender’s or the such L/C Issuer’s holding company with respect to capital adequacyadequacy and liquidity), then from time to time pursuant to subsection (c) below the Parent Borrower will pay (or cause the applicable Designated Borrower to pay) to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit Credit, Swing Line Loans or Bankers’ Acceptances Dutch Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacyadequacy or liquidity), then from time to time pursuant the Company will, upon demand, pay (or will cause the Dutch Borrower to subsection (cpay) below the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered; provided, however, a Lender or L/C Issuer shall not be entitled to any compensation pursuant to this clause (b) to the extent such Lender or L/C Issuer is not imposing such charges or requesting such compensation from borrowers (similarly situated to the Borrowers hereunder) under comparable syndicated credit facilities.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swingline Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower applicable Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any L/C Issuer determines that any Change in Law Law, after the date on which a Lender or L/C Issuer becomes a Lender or L/C Issuer hereunder, affecting such Lender or the such L/C Issuer or any Lending Office of such Lender or such Lender’s or the such L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such L/C Issuer’s capital or on the capital of such Lender’s or the such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances Swing Line Loans issued by the such L/C Issuer, to a level below that which such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such L/C Issuer’s policies and the policies of such Lender’s or the such L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines in good faith that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender Lender, the L/C Issuer or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Credit Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any L/C Issuer determines that any Change in Law affecting such Lender or the applicable L/C Issuer or any Lending Office of such Lender or such Lender’s or the applicable L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the applicable L/C Issuer’s capital or on the capital of such Lender’s or the applicable L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments Commitment of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances L/Cs held by, such Lender, or the Letters of Credit or Bankers’ Acceptances L/Cs issued by the applicable L/C Issuer, to a level below that which such Lender or the applicable L/C Issuer or such Lender’s or the applicable L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the applicable L/C Issuer’s policies and the policies of such Lender’s or the applicable L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below time, upon demand of such Lender or the applicable L/C Issuer, Borrower will pay to such Lender or the applicable L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the applicable L/C Issuer or such Lender’s or the applicable L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law after the date hereof affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below upon request of such Lender or the L/C Issuer setting forth in reasonable detail such circumstances, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any L/C Issuer determines that any Change in Law affecting such Lender or the such L/C Issuer or any Lending Office of such Lender or such Lender’s or the such L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such L/C Issuer’s capital or on the capital of such Lender’s or the such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Aggregate Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the such L/C Issuer, to a level below that which such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such L/C Issuer’s policies and the policies of such Lender’s or the such L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower will pay to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would have had the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), in each case by an amount deemed by such Lender to be material, then from time to time pursuant within 30 days following written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to subsection (c) below the Borrower Administrative Agent given in accordance with Section 3.07), the Company will pay (or cause the Designated Borrower to pay) to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swingline Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office lending office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swingline Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the any L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant within fifteen (15) days after request by such Lender, the L/C Issuer or other Recipient (with a copy to subsection (c) below the Administrative Agent), the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the either L/C Issuer determines that any Change in Law affecting such Lender or the applicable L/C Issuer or any Lending Office of such Lender or such Lender’s or the applicable L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the applicable L/C Issuer’s capital or on the capital of such Lender’s or the applicable L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments Commitment of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances L/Cs held by, such Lender, or the Letters of Credit or Bankers’ Acceptances L/Cs issued by the applicable L/C Issuer, to a level below that which such Lender or the applicable L/C Issuer or such Lender’s or the applicable L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the applicable L/C Issuer’s policies and the policies of such Lender’s or the applicable L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below time, upon demand of such Lender or the applicable L/C Issuer, Borrower will pay to such Lender or the applicable L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the applicable L/C Issuer or such Lender’s or the applicable L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any L/C Issuer determines that any Change in Law occurring after the date that such Lender or L/C Issuer first became a Lender or L/C Issuer, as applicable, affecting such Lender or the such L/C Issuer or any Lending Office of such Lender or such Lender’s or the such L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such L/C Issuer’s capital or on the capital of such Lender’s or the such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the an L/C Issuer, to a level below that which such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such L/C Issuer’s policies and the policies of such Lender’s or the such L/C Issuer’s holding company with respect to capital adequacyadequacy and liquidity), then from time to time pursuant to subsection (c) below the Borrower Borrowers will pay to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C C-BA Issuer determines that any Change in Law affecting such Lender or the L/C C-BA Issuer or any Lending Office of such Lender or such Lender’s or the L/C C-BA Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C C-BA Issuer’s capital or on the capital of such Lender’s or the L/C C-BA Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C C-BA Issuer, to a level below that which such Lender or the L/C C-BA Issuer or such Lender’s or the L/C C-BA Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C C-BA Issuer’s policies and the policies of such Lender’s or the L/C C-BA Issuer’s holding company with respect to capital adequacyadequacy or liquidity), then from time to time pursuant the Borrowers will, subject to subsection (c) below the Borrower will Section 3.04(c), pay to such Lender or the L/C C-BA Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C C-BA Issuer or such Lender’s or the L/C C-BA Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered; provided that, as to any claim for compensation made by a Lender pursuant to this Section 3.04, in respect of any Change in Law, such Lender shall only make such claim on the Company if such Lender is otherwise generally making such claims on other similarly situated debtors of such Lender.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacyadequacy and liquidity), then from time to time pursuant to subsection (c) below the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any L/C Issuer in good faith determines (which such determination shall, absent manifest error, be final and conclusive and binding upon all parties) that any Change in Law affecting such Lender or the any L/C Issuer or any Lending Office of such Lender or such Lender’s or the such L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the such L/C Issuer’s capital or on the capital of such Lender’s or the such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the such L/C Issuer, to a level below that which such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such L/C Issuer’s policies and the policies of such Lender’s or the such L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower Company will pay (or cause the applicable Borrower to pay) to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacyadequacy and liquidity), then from time to time pursuant to subsection (c) below the Borrower Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.. (c)

Capital Requirements. If any Lender or the L/C Issuer reasonably determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Credit, Bankers’ Acceptances or Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacyadequacy and liquidity), then from time to time pursuant to subsection (c) below the Borrower Company will pay (or cause the applicable Borrower to pay) to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.. 103 150575819

Capital Requirements. If any Lender or the any L/C Issuer determines that any Change in Law affecting such Lender or the such L/C Issuer or any Lending Office of such Lender or such Lender’s or the such L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the such L/C Issuer’s capital or on the capital of such Lender’s or the such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the such L/C Issuer, to a level below that which such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such L/C Issuer’s policies and the policies of such Lender’s or the such L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection U.S. Borrower and/or U.K. Borrower (cif such Lender or L/C Issuer is a U.S. Lender or U.S. L/C Issuer) below the or Canadian Borrower (if such Lender or L/C Issuer is a Canadian Lender or Canadian L/C Issuer) will pay to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any L/C C-BA Issuer determines that any Change in Law affecting such Lender or the such L/C C-BA Issuer or any Lending Office of such Lender or such Lender’s or the such L/C C-BA Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such L/C C-BA Issuer’s capital or on the capital of such Lender’s or the such L/C C-BA Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the such L/C C-BA Issuer, to a level below that which such Lender or the such L/C C-BA Issuer or such Lender’s or the such L/C C-BA Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such L/C C-BA Issuer’s policies and the policies of such Lender’s or the such L/C C‑BA Issuer’s holding company with respect to capital adequacyadequacy or liquidity), then from time to time pursuant the Borrowers will, subject to subsection (c) below the Borrower will Section 3.04(d), pay to such Lender or the such L/C C-BA Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C C-BA Issuer or such Lender’s or the such L/C C-BA Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant time, after submission by such Lender or L/C Issuer to subsection (c) below the Borrower of a written request therefor, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit Credit, Swing Line Loans or Bankers’ Acceptances Dutch Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant the Company will, upon demand, pay (or will cause the Dutch Borrower to subsection (cpay) below the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered; provided, however, a Lender or L/C Issuer shall not be entitled to any compensation pursuant to this clause (b) to the extent such Lender or L/C Issuer is not imposing such charges or requesting such compensation from borrowers (similarly situated to the Borrowers hereunder) under comparable syndicated credit facilities.

Capital Requirements. If any Lender or the Fronting L/C Issuer reasonably determines that any Change in Law affecting such Lender or the Fronting L/C Issuer or any Lending Office of such Lender or such Lender’s or the Fronting L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Fronting L/C Issuer’s capital or on the capital of such Lender’s or the Fronting L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the Fronting L/C IssuerIssuer or the Several L/C Agent on behalf of the Lenders, to a level below that which such Lender or the Fronting L/C Issuer or such Lender’s or the Fronting L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Fronting L/C Issuer’s policies and the policies of such Lender’s or the Fronting L/C Issuer’s holding company with respect to capital adequacyadequacy and liquidity), then from time to time pursuant to subsection (c) below the Borrower will pay to such Lender or the Fronting L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Fronting L/C Issuer or such Lender’s or the Fronting L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any L/C Issuer in good faith determines (which such determination shall, absent manifest error, be final and conclusive and binding upon all parties) that any Change in Law affecting such Lender or the any L/C Issuer or any Lending Office of such Lender or such Lender’s or the such L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such L/C Issuer’s capital or on the capital of such Lender’s or the such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the such L/C Issuer, to a level below that which such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such L/C Issuer’s policies and the policies of such Lender’s or the such L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower Company will pay (or cause the applicable Borrower to pay) to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or 49 liquidity ratios or requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or liquidity or on the capital or liquidity of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (cand in any event within twenty (20) below days) the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered. A certificate from a Lender provided to the Borrower by the Administrative Agent setting forth such amounts together with calculations thereof shall be conclusive absent manifest error.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C 92 Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments Commitment of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below upon written request of such Lender or such L/C Issuer the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If Without duplication of Section 3.6(a) hereof, if any Lender or the L/C Issuer Facing Agent determines that any Change in Law by any Governmental Authority with regulatory authority over such Lender or Facing Agent since the date of this Agreement affecting such Lender or the L/C Issuer Facing Agent or any Lending Office lending office of such Lender or such Lender’s or the L/C IssuerFacing Agent’s holding company, if any, regarding capital requirements has or would liquidity requirements, will have the effect of reducing the rate of return on such Lender’s or the L/C IssuerFacing Agent’s capital or on the capital of such Lender’s or the L/C IssuerFacing Agent’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuerany Facing Agent, to a level below that which such Lender or the L/C Issuer Facing Agent or such Lender’s or the L/C IssuerFacing Agent’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C IssuerFacing Agent’s policies and the policies of such Lender’s or the L/C IssuerFacing Agent’s holding company with respect to liquidity requirements and capital adequacy), then from time to time as required pursuant to subsection (c) below Section 3.6(e), the applicable Borrower will pay to such Lender or the L/C IssuerFacing Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer Facing Agent or such Lender’s or the L/C IssuerFacing Agent’s holding company for any such reduction suffered; provided that such amounts shall be proportionate to the amounts that such Lender or Facing Agent charges other borrowers or account parties for such 130 additional costs incurred or reductions suffered on loans similarly situated to Borrowers in connection with substantially similar facilities as reasonably determined by such Lender or such Facing Agent acting in good faith.

Capital Requirements. If any Lender or the any L/C Issuer determines that any Change in Law Law, after the date on which a Lender or L/C Issuer becomes a Lender or L/C Issuer hereunder, affecting such Lender or the such L/C Issuer or any Lending Office of such Lender or such Lender’s or the such L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the such L/C Issuer’s capital or on the capital of such Lender’s or the such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the such L/C Issuer, to a level below that which such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such L/C Issuer’s policies and the policies of such Lender’s or the such L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy)) in each case by or in an amount which such Lender in its reasonable discretion deems material in the context of this Agreement and its Loans or participations in Letters of Credit hereunder, then from time to time pursuant to subsection (c) below the Borrower Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any L/C Issuer determines that any Change in Law Law, after the date on which a Lender or L/C Issuer becomes a Lender or L/C Issuer hereunder, affecting such Lender or the such L/C Issuer or any Lending Office of such Lender or such Lender’s or the such L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such L/C Issuer’s capital or on the capital of such Lender’s or the such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances Swing Line Loans issued by the such L/C Issuer, to a level below that which such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such L/C Issuer’s policies and the policies of such Lender’s or the such L/C Issuer’s holding company with respect to capital adequacyadequacy and liquidity requirements), then from time to time pursuant to subsection (c) below the Borrower Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the U.S. L/C Issuer determines that any Change in Law affecting such Lender or the U.S. L/C Issuer or any Lending Office of such Lender or such Lender’s or the U.S. L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the U.S. L/C Issuer’s capital or on the capital of such Lender’s or the U.S. L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in U.S. Letters of Credit or Bankers’ Acceptances U.S. Swing Line Loans held by, such Lender, or the U.S. Letters of Credit or Bankers’ Acceptances issued by the U.S. L/C Issuer, to a level below that which such Lender or the U.S. L/C Issuer or such Lender’s or the U.S. L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the U.S. L/C Issuer’s policies and the policies of such Lender’s or the U.S. L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower Company or the applicable Designated Borrower, as the case may be, will pay to such Lender or the U.S. L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the U.S. L/C Issuer or such Lender’s or the U.S. L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law occurring after the date that such Lender or L/C Issuer first became a Lender or L/C Issuer, as applicable, affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital or liquidity of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such LenderLxxxxx’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made cxii CHAR1\1792192v4 by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower Company will pay (or cause the applicable Borrower to pay) to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, by such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, or the acceptance by such Lender of any Canadian BA, by an amount deemed in good faith by such Lender or L/C Issuer to a level below be material based on that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below within five Business Days after written demand therefor, the Borrower Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company company, if any, for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines in good faith that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.. 66

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such any Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below upon demand of such Lender or the L/C Issuer setting forth in reasonable detail the change and the calculation of such reduced rate of return, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, within fifteen (15) days after receipt of such demand, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any L/C C-BA Issuer determines that any Change in Law affecting such Lender or the such L/C C-BA Issuer or any Lending Office of such Lender or such Lender’s or the such L/C C-BA Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the such L/C C-BA Issuer’s capital or on the capital of such Lender’s or the such L/C C-BA Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the such L/C C-BA Issuer, to a level below that which such Lender or the such L/C C-BA Issuer or such Lender’s or the such L/C C-BA Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such L/C C-BA Issuer’s policies and the policies of such Lender’s or the such L/C C-BA Issuer’s holding company with respect to capital adequacyadequacy or liquidity), then from time to time pursuant the Borrowers will, subject to subsection (c) below the Borrower will Section 3.04(c), pay to such Lender or the such L/C C-BA Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C C-BA Issuer or such Lender’s or the such L/C C-BA Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office lending office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the any L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant time, within fifteen (15) days after demand by such Lender or, the L/C Issuer or other Recipient (with a copy to subsection (c) below the Administrative Agent), the Borrower will shallwill pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Applicable Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swingline Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such 66 Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, by such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, or the acceptance by such Lender of any Canadian BA, by an amount deemed in good faith by such Lender or L/C Issuer to a level below be material based on that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below within five Business Days after written demand therefor, the Borrower Company will pay (or cause PMCULC to pay) to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company company, if any, for any such reduction suffered.

Capital Requirements. If any Lender or the U.S. L/C Issuer determines that any Change in Law affecting such Lender or the U.S. L/C Issuer or any Lending Office of such Lender or such Lender’s or the U.S. L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the U.S. L/C Issuer’s capital or on the capital of such Lender’s or the U.S. L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the U.S. L/C Issuer, to a level below that which such Lender or the U.S. L/C Issuer or such Lender’s or the U.S. L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the U.S. L/C Issuer’s policies and the policies of such Lender’s or the U.S. L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower will pay to such Lender or the U.S. L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the U.S. L/C Issuer or such Lender’s or the U.S. L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower Company will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Letter of Credit Issuer determines that any Change in Law affecting such Lender or the L/C Letter of Credit Issuer or any Lending Office of such Lender or such Lender’s or the L/C Letter of Credit Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Letter of Credit Issuer’s capital or on the capital of such Lender’s or the L/C Letter of Credit Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Letter of Credit Issuer, to a level below that which such Lender or the L/C Letter of Credit Issuer or such Lender’s or the L/C Letter of Credit Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Letter of Credit Issuer’s policies and the policies of such LenderXxxxxx’s or the L/C Letter of Credit Issuer’s holding company with respect to capital 112 [Matrix] Credit Agreement #85638137 adequacy), then from time to time pursuant to subsection (c) below the Borrower Loan Parties will pay to such Lender or the L/C Letter of Credit Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Letter of Credit Issuer or such LenderXxxxxx’s or the L/C Letter of Credit Issuer’s holding company for any such reduction suffered.. (c)

Capital Requirements. If any Senior Lender or the L/C Issuer determines that any Change in Law affecting such Senior Lender or the L/C Issuer or any Lending Office of such Senior Lender or such Senior Lender’s 's or the L/C Issuer’s 's holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Senior Lender’s 's or the L/C Issuer’s 's capital or on the capital of such Senior Lender’s 's or the L/C Issuer’s 's holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Senior Lender or the Senior Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Senior Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Senior Lender or the L/C Issuer or such Senior Lender’s 's or the L/C Issuer’s 's holding company could have achieved but for such Change in Law (taking into consideration such Senior Lender’s 's or the L/C Issuer’s 's policies and the policies of such Senior Lender’s 's or the L/C Issuer’s 's holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower Borrowers will pay to such Senior Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Senior Lender or the L/C Issuer or such Senior Lender’s 's or the L/C Issuer’s 's holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any L/C Issuer determines that any Change in Law affecting such Lender or the such L/C Issuer or any Lending Office of such Lender or such Lender’s or the such L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the such L/C Issuer’s capital or on the capital of such Lender’s or the such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or discounted Banker’s Acceptances or Notional Bankers’ Acceptances held or maintained by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the such L/C Issuer, to a level below that which such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such L/C Issuer’s policies and the policies of such Lender’s or the such L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower Parent will pay (or cause the applicable Borrower to pay) to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below upon request of such Lender or L/C Issuer, the Borrower Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.. CHAR1\0000000x0

Capital Requirements. If any Lender or the L/C Issuer Issuing Bank determines that any Change in Law affecting such Lender or the L/C Issuer Issuing Bank or any Lending Office lending office of such Lender or such Lender’s or the L/C IssuerIssuing Bank’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C IssuerIssuing Bank’s capital or on the capital of such Lender’s or the L/C IssuerIssuing Bank’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments Commitment of such Lender or the Loans Advances made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C IssuerIssuing Bank, to a level below that which such Lender or the L/C Issuer Issuing Bank or such Lender’s or the L/C IssuerIssuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C IssuerIssuing Bank’s policies and the policies of such Lender’s or the L/C IssuerIssuing Bank’s holding company with respect to capital adequacy), then from time to time pursuant to subsection within ten Business Days following written request of such Lender or such Issuing Bank, as the case may be, that complies with paragraph (c) below below, the Borrower will Borrowers shall promptly pay to such Lender or the L/C IssuerIssuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer Issuing Bank or such Lender’s or the L/C IssuerIssuing Bank’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has had, or would have could reasonably be expected to have, the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection upon the written request of such Lender or the L/C Issuer in accordance with clause (c) below hereof, the Borrower Borrowers will pay to such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company company, as the case may be, for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, or Bankers’ Acceptances U.S. Swing Line Loans or Euro Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such LenderXxxxxx’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower Company will pay (or cause the applicable Borrowing Subsidiary to pay) to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower will shall pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Sotheby’s Amended and Restated Credit Agreement Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer reasonably determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Credit Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swingline Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the any L/C Issuer in good faith determines (which such determination shall, absent manifest error, be final and conclusive and binding upon all parties) that any Change in Law affecting such Lender or the any L/C Issuer or any Lending Office of such Lender or such Lender’s or the such L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the such L/C Issuer’s capital or on the capital of such Lender’s or the such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the such L/C Issuer, to a level below that which such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the such L/C Issuer’s policies and the policies of such Lender’s or the such L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower Company will pay (or cause the applicable Borrower to pay) to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer or such Lender’s or the such L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments Commitment of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower Company will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

Capital Requirements. If any Lender (other than a Defaulting Lender) or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s 's or the L/C Issuer’s 's holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s 's or the L/C Issuer’s 's capital or on the capital of such Lender’s 's or the L/C Issuer’s 's holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s 's or the L/C Issuer’s 's holding company could have achieved but for such Change in Law (taking into consideration such Lender’s 's or the L/C Issuer’s 's policies and the policies of such Lender’s 's or the L/C Issuer’s 's holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s 's or the L/C Issuer’s 's holding company for any such reduction suffered, as certified pursuant to subsection (c) below.

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitments or First Incremental Term Commitment of such Lender or the Loans made by, or participations in Letters of Credit or Bankers’ Acceptances Swing Line Loans held by, such Lender, or the Letters of Credit or Bankers’ Acceptances issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time pursuant to subsection (c) below the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.