Common use of Capital Adequacy Adjustment Clause in Contracts

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase in or applicability after the Third Restatement Date of any Applicable Law regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law regarding capital or liquidity adequacy, reserve requirements or similar requirements (whether or not having the force of law) of any such Governmental Authority, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after tax basis for such reduction. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that If any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined determines that the adoption, effectiveness, phase a Change in or applicability after the Third Restatement Date of any Applicable Law regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law regarding capital or liquidity adequacy, reserve requirements or similar requirements (whether or not having the force of law) of any such Governmental Authority, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacyadequacy and liquidity); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five 10 Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after tax basis for such reduction. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b2.16(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. Such statement shall be in reasonable detail and shall certify that the claim for additional amounts referred to therein is generally consistent with such Lender’s treatment of similarly situated customers of such Lender whose transactions with such Lender are similarly affected by the change in circumstances giving rise to such payment, but such Lender shall not be required to disclose any confidential or proprietary information therein. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, any Loan or such Lender’s Loans or Revolving Commitments or Letters of Credit, Loan Commitment or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit any Loan to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (xa “Capital Adequacy Adjustment Event”) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five ten (10) Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction; provided that (i) the related Capital Adequacy Adjustment Event occurred within the 90 day period preceding the date on which the Borrower received such statement, or (ii) the Capital Adequacy Adjustment Event has retroactive effects to a date prior to such 90 day period but the Borrower received such statement within 90 days of the occurrence of the Capital Adequacy Adjustment Event. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.19(b2.16(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower Company from such Lender of the statement referred to in the next sentence, Borrower Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender Affected Party shall have determined in its sole discretion (which term shall include Issuing Bank for purposes of this Section 2.19(b)determination shall, absent manifest effort, be final and conclusive and binding upon all parties hereto) shall have reasonably determined that (i) the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender Affected Party (or its applicable lending office) or any company controlling such Affected Party with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the Amendment Effective Date, has or would have the effect of reducing the rate of return on the capital of such Lender Affected Party or any corporation company controlling such Lender Affected Party as a consequence of, or with reference to, such LenderAffected Party’s Loans or Revolving Commitments or Letters of CreditCommitments, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender Affected Party or such controlling corporation company could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender Affected Party or such controlling corporation company with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five (5) Business Days after receipt by Borrower Company from such Lender Affected Party of the statement referred to in the next sentence, Borrower Company shall pay to such Lender Affected Party such additional amount or amounts as will compensate such Lender Affected Party or such controlling corporation company on an after after-tax basis for such reduction. Such Lender Affected Party shall deliver to Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender such Affected Party under this Section 2.19(b2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (i) and (ii) of this Section 2.15 shall apply, without limitation, to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any Governmental Authority (x) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as amended to the date hereof and from time to time hereafter, and any successor statute and (y) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any such Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five ten (10) Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the change in law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.19(b2.13(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender Affected Party shall have determined in its sole discretion (which term shall include Issuing Bank for purposes of this Section 2.19(b)determination shall, absent manifest effort, be final and conclusive and binding upon all parties hereto) shall have reasonably determined that (i) the adoption, effectiveness, phase in phase‑in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender Affected Party (or its applicable lending office) or any company controlling such Affected Party with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the Amendment Effective Date, has or would have the effect of reducing the rate of return on the capital of such Lender Affected Party or any corporation company controlling such Lender Affected Party as a consequence of, or with reference to, such LenderAffected Party’s Loans or Revolving Commitments or Letters of CreditCommitments, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender Affected Party or such controlling corporation company could have achieved but for such adoption, effectiveness, phase inphase‑in, applicability, change or compliance (taking into consideration the policies of such Lender Affected Party or such controlling corporation company with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five (5) Business Days after receipt by Borrower Company from such Lender Affected Party of the statement referred to in the next sentence, Borrower Company shall pay to such Lender Affected Party such additional amount or amounts as will compensate such Lender Affected Party or such controlling corporation company on an after tax after‑tax basis for such reduction. Such Lender Affected Party shall deliver to Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender such Affected Party under this Section 2.19(b2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (i) and (ii) of this Section 2.15 shall apply, without limitation, to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any Governmental Authority (x) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as amended to the date hereof and from time to time hereafter, and any successor statute and (y) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that (A) the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of CreditLoans, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five ten Business Days after receipt by Borrower Holdings from such Lender of the statement referred to in the next sentence, Borrower Holdings shall pay or cause to be paid to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Borrower Holdings (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b2.16(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.16 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that If any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date date hereof (in the case of each Lender listed on the signature pages hereof and in the case of any Applicable Law other Lender if such change shall have affected a class of Lenders generally) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of any other Lender if such change shall not have affected a class of Lenders generally) of any law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change after such date therein or in the interpretation, application interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency issued after such date, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit, Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days 15 days after receipt by Borrower Company from such Lender of the statement referred to in the next sentence, Borrower Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after tax basis for such reduction. Such Lender shall deliver to Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.19(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error; provided that such Lender may not impose materially greater costs on Company than on similarly situated borrowers by the virtue of the methodology applied to calculate such additional amounts.

Capital Adequacy Adjustment. In the event that any Lender shall have determined (which term shall include Issuing Bank for purposes of this Section 2.19(b)determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) shall have reasonably determined that (A) the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any Applicable Law guideline, request or directive regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in the case of each of clauses (A) and (B) after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation company controlling such Lender as a consequence of, or with reference to, such LenderXxxxxx’s Loans or Revolving Commitments or Letters of CreditLoans, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation company could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation company with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five ten Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation company on an after after-tax basis for such reduction. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b2.16(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.16 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include includes each Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined determines that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending officeLending Office) or any entity controlling any Lender with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation entity controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Credit Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation entity could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation entity with regard to capital adequacyor liquidity requirements); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower shall will pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after tax basis entity for such reduction. Such Lender shall will deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall will be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender Affected Party shall have determined in its sole discretion (which term shall include Issuing Bank for purposes of this Section 2.19(b)determination shall, absent manifest effort, be final and conclusive and binding upon all parties hereto) shall have reasonably determined that (i) the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender Affected Party (or its applicable lending office) or any company controlling such Affected Party with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender Affected Party or any corporation company controlling such Lender Affected Party as a consequence of, or with reference to, such LenderAffected Party’s Loans or Revolving Commitments or Letters of CreditCommitments, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender Affected Party or such controlling corporation company could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender Affected Party or such controlling corporation company with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five (5) Business Days after receipt by Borrower Company from such Lender Affected Party of the statement referred to in the next sentence, Borrower Company shall pay to such Lender Affected Party such additional amount or amounts as will compensate such Lender Affected Party or such controlling corporation company on an after after-tax basis for such reduction. Such Lender Affected Party shall deliver to Borrower Company (with a copy to Administrative Agent and Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender such Affected Party under this Section 2.19(b2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (i) and (ii) of this Section 2.15 shall apply, without limitation, to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any Governmental Authority (x) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as amended to the date hereof and from time to time hereafter, and any successor statute and (y) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, the Loans or such Lender’s Loans or Revolving Commitments or Letters of Credit, Loan Commitment or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (xa “Capital Adequacy Adjustment Event”) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five ten (10) Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction; provided that (i) the related Capital Adequacy Adjustment Event occurred within the 90 day period preceding the date on which the Borrower received such statement, or (ii) the Capital Adequacy Adjustment Event has retroactive effects to a date prior to such 90 day period but the Borrower received such statement within 90 days of the occurrence of the Capital Adequacy Adjustment Event. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.19(b2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include includes each Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined determines that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending officeLending Office) or any entity controlling any Lender with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation entity controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Credit Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation entity could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation entity with regard to capital adequacyor liquidity requirements); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five (5) Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower shall will pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after tax basis entity for such reduction. Such Lender shall will deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall will be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include the Issuing Bank Banks for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase a Change in or applicability Law after the Third Restatement Date of any Applicable Law regarding capital or liquidity adequacy, reserve requirements or similar liquidity requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case, after the Restatement Date, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments Commitment or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit Credit, to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacyadequacy or liquidity requirements); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five (5) Business Days after receipt by the Borrower Representative from such Lender of the statement referred to in the next sentence, the applicable Borrower shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such Lender shall deliver to the Borrower Representative (with a copy to the Administrative Agent and, if applicable the Revolving Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event If any Lender shall have determined that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase Change in or applicability after the Third Restatement Date of any Applicable Law regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law regarding capital or liquidity adequacy, reserve requirements or similar requirements (whether or not having the force of law) of any such Governmental Authority, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance Change in Law (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided thatadequacy and liquidity) by an amount deemed by such Lender to be material, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to timethen, within five ten (10) Business Days after receipt by Borrower Company from such Lender of the statement referred to in subsection 2.8A, the next sentence, applicable Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after tax basis for such reduction. Such Failure or delay on the party of any Lender to demand compensation pursuant to the foregoing provisions of this subsection 2.7C shall deliver not constitute a waiver of such Lender’s right to demand such compensation; provided no Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive required to compensate a Lender pursuant to this subsection 2.7C for any reduction in respect of a period occurring more than nine months prior to the date on which such Lender notifies Company of such Change in Law and binding upon all parties hereto absent manifest errorsuch Lender’s intention to claim compensation therefor, except, if the Change in Law giving rise to such reduction is retroactive, no such time limitation shall apply so long as such Lender requests compensation within nine months from the date on which the applicable Government Authority informed such Lender of such Change in Law.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower Company from such Lender of the statement referred to in the next sentence, Borrower Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that If any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date date hereof of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by the National Association of Insurance Commissioners, any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of the National Association of Insurance Commissioners, any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit, Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender reasonably determines such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five fifteen Business Days after receipt by Borrower Company from such Lender of the statement referred to in the next sentence, Borrower Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.19(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof in each case that becomes effective after the date hereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive issued or made after the date hereof regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments Commitment or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit Credit, to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five (5) Business Days after receipt by the Borrower Representative from such Lender of the statement referred to in the next sentence, the applicable Borrower shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such Lender shall deliver to the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender Affected Party shall have determined in its sole discretion (which term shall include Issuing Bank for purposes of this Section 2.19(b)determination shall, absent manifest effort, be final and conclusive and binding upon all parties hereto) shall have reasonably determined that (i) the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender Affected Party (or its applicable lending office) or any company controlling such Affected Party with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender Affected Party or any corporation company controlling such Lender Affected Party as a consequence of, or with reference to, such LenderAffected Party’s Revolving Loans or Revolving Commitments or Letters of CreditCommitments, or participations therein or other obligations hereunder with respect to the Revolving Loans or the Letters of Credit to a level below that which such Lender Affected Party or such controlling corporation company could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender Affected Party or such controlling corporation company with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five (5) Business Days after receipt by Borrower Company from such Lender Affected Party of the statement referred to in the next sentence, Borrower Company shall pay to such Lender Affected Party such additional amount or amounts as will compensate such Lender Affected Party or such controlling corporation company on an after after-tax basis for such reduction. Such Lender Affected Party shall deliver to Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender such Affected Party under this Section 2.19(b2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (i) and (ii) of this Section 2.15(b) shall apply, without limitation, to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any Governmental Authority (x) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as amended to the date hereof and from time to time hereafter, and any successor statute and (y) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender shall have determined (which term shall include Issuing Bank for purposes of this Section 2.19(b)determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) shall have reasonably determined that (A) the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any Applicable Law guideline, request or directive regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in the case of each of clauses (A) and (B) after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of CreditLoans, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation company could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation company with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five ten Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation company on an after after-tax basis for such reduction. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b2.16(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.16 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that If any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date date hereof (in the case of each Lender listed on the signature pages hereof and in the case of any Applicable Law other Lender if such change shall have affected a class of Lenders generally) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of any other Lender if such change shall not have affected a class of Lenders generally) of any law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change after such date therein or in the interpretation, application interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency issued after such date, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days 15 days after receipt by Borrower Company from such Lender of the statement referred to in the next sentence, Borrower Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after tax basis for such reduction. Such Lender shall deliver to Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.19(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error; provided that such Lender may not impose materially greater costs on Company than on similarly situated borrowers by the virtue of the methodology applied to calculate such additional amounts.

Capital Adequacy Adjustment. In the event that If any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date date hereof of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank bank, the National 58 Association of Insurance Commissioners or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank, the National Association of Insurance Commissioners or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit, Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after Company shall promptly pay to such Lender, upon receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction; PROVIDED HOWEVER, that Company shall not be obligated to pay such Lender any compensation attributable to any period prior to the date that is 90 days prior to the date on which such Lender gave notice to Company of the circumstances entitling such Lender to compensation. Such Lender shall deliver to Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.19(b)subsection 2.7C and stating that such Lender is, if it is legally entitled to do so, generally charging similar amounts to borrowers that are similarly situated, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender Affected Party shall have determined in its sole discretion (which term shall include Issuing Bank for purposes of this Section 2.19(b)determination shall, absent manifest effort, be final and conclusive and binding upon all parties hereto) shall have reasonably determined that (i) the adoption, effectiveness, phase in phase‑in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender Affected Party (or its applicable lending office) or any company controlling such Affected Party with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender Affected Party or any corporation company controlling such Lender Affected Party as a consequence of, or with reference to, such LenderAffected Party’s Revolving Loans or Revolving Commitments or Letters of CreditCommitments, or participations therein or other obligations hereunder with respect to the Revolving Loans or the Letters of Credit to a level below that which such Lender Affected Party or such controlling corporation company could have achieved but for such adoption, effectiveness, phase inphase‑in, applicability, change or compliance (taking into consideration the policies of such Lender Affected Party or such controlling corporation company with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five (5) Business Days after receipt by Borrower Company from such Lender Affected Party of the statement referred to in the next sentence, Borrower Company shall pay to such Lender Affected Party such additional amount or amounts as will compensate such Lender Affected Party or such controlling corporation company on an after tax after‑tax basis for such reduction. Such Lender Affected Party shall deliver to Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender such Affected Party under this Section 2.19(b2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (i) and (ii) of this Section 2.15(b) shall apply, without limitation, to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any Governmental Authority (x) under or in connection with the implementation of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as amended to the date hereof and from time to time hereafter, and any successor statute and (y) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof in each case that becomes effective after the date hereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive issued or made after the date hereof regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (including, notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, regardless in the case of clauses (i) and (ii) of the date enacted, adopted or issued (but in the case of clauses (i) and (ii) only to the extent actually implemented)), has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of CreditCommitment, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit Loans, to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacyadequacy or liquidity requirements); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b2.18(b)) shall have reasonably determined that the adoption, effectiveness, phase in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after tax basis for such reduction. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b2.18(b), which statement shall be conclusive and binding upon on all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender shall have determined (which term shall include Issuing Bank for purposes of this Section 2.19(b)determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) shall have reasonably determined that (A) the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding liquidity or capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any Applicable Law guideline, request or directive regarding liquidity or capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the date hereof (except as set forth in the last sentence of this paragraph), has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation company could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation company with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation company on an after after-tax basis for such reduction. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b2.16(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.16 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans Loans, Revolving Commitments or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower Company from such Lender of the statement referred to in the next sentence, Borrower Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that If any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date date hereof of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving 's Loans, Commitments or Letters of Credit, Credit or any participations therein or any other obligations hereunder with respect to the Loans or the Letters of Credit Credit, in the case of any Lender, to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacyadequacy and in an amount deemed by such Lender (in its sole discretion) to be material); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, Borrower Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such Lender shall deliver to the Borrower (with a copy to Administrative Agent and Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.19(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error. Notwithstanding any provision of this subsection 2.7 to the contrary, Borrowers shall pay, on terms and conditions consistent with this subsection 2.7, any additional amount or amounts as will compensate any Lender or any corporation controlling such Lender on an after-tax basis for any reduction in the rate of return on the capital of such Lender or such controlling entity because of any overlap of the Revolving Loan Commitments, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit Credit, to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to compensate a Lender for any amount under this Section 2.19(b) whenever incurred, that was paid by such Lender, or the requirement for the payment of which was known to an Authorized Officer of such Lender, more than 180 days prior to the date such Lender submits the statement referred to in the sentence above, except to the extent the cause for such payment had retroactive effect, in which case such period shall be extended to include such period of retroactive effect so long as such Lender provides such statement within 180 days of such payment or within 180 days of the time the requirement of such payment was first known to an Authorized Officer of such Lender.

Capital Adequacy Adjustment. (i) In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Revolving Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Revolving Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five ten (10) Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to the Lender under this Section 2.19(b2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. (ii) If any of the events requiring payments of additional amounts by Borrower under Section 2.15(a) or (b) occurs, Lender shall take such steps as may be reasonable to avoid Borrower being required to pay such additional amounts and shall consult with Borrower in good faith with a view to agreeing to alternative arrangements whereby any such requirement can be avoided or mitigated, including without limitation, fulfilling any of Lender’s obligations through another branch or affiliate in the United States, provided that no such alternative arrangements will be required that would be disadvantageous to Lender and would result in significantly increased cost to Lender. (iii) If Lender demands payment with respect to amounts owed under Section 2.15(a) or (b), Borrower shall have the right, if no Default or Event of Default has occurred and is then continuing, within ninety (90) days after receipt of such demand, to remove Lender (the “Affected Person”) and to designate another lender (the “Replacement Person”) reasonably acceptable to the Administrative Agent to purchase the Affected Person’s outstanding Revolving Loans and to assume the Affected Person’s obligations under this Agreement; provided that increased costs incurred by such Lender prior to the date of its replacement shall have been paid as provided herein. The Affected Person agrees to sell to the Replacement Person its outstanding Loans (at par, with accrued interest through the date of purchase, in immediately available funds) and to delegate to the Replacement Person its obligations to Borrower under this Agreement. Upon such sale and delegation by the Affected Person and the purchase and assumption by the Replacement Person, and compliance with the provisions of Section 9.6 hereof, the Affected Person shall cease to be a Lender hereunder and the Replacement Person shall become a Lender under this Agreement. Each Affected Person shall continue to be entitled to receive from Borrower its share of interest, fees, costs and other sums which have not been assigned by the Affected Person to the Replacement Person.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank and Swing Line Lender for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, liquidity requirement or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirements requirement (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of CreditCommitment, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit Loans, to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacyadequacy or liquidity requirement); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five (5) Business Days after receipt by the Borrower Representative from such Lender of the statement referred to in the next sentence, the applicable Borrower shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such controlling corporation on an after tax basis for such reduction. Such Lender shall deliver to the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.19 shall apply to any Change in Law.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include each Issuing Bank for purposes of this Section 2.19(b2.17(b) (Capital Adequacy Adjustment)) shall have reasonably determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) the introduction, adoption, effectiveness, phase in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any Applicable Law guideline, request or directive regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Loans, Revolving Commitments or Letters of Credit, Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation company could have achieved but for such introduction, adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation company with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five (5) Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after tax basis company for such reduction. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b2.17(b) (Capital Adequacy Adjustment), including the calculations and criteria applied to determine such amount or amounts, and other documentation or information reasonably supporting the conclusions in such certificate (but such Lender shall not be required to provide any information, calculations, or criteria that are proprietary to such Lender), which statement shall be conclusive and binding upon all parties hereto absent manifest clearly demonstrable error.. For the avoidance of doubt, for all purposes of the Financing Documents, subsections (a) and (b) of this Section 2.17 (

Capital Adequacy Adjustment. In the event that If any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date date hereof of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirementsadequacy (excluding those published as of the Closing Date but scheduled to take effect thereafter), or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or any corporation controlling such Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any such controlling corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments Domestic Loans, Domestic Commitment or Letters of Credit, Credit or participations therein or other obligations hereunder with respect to the Domestic Loans or the Letters of Credit Credit, in the case of any Domestic Lender, or such Lender’s Canadian Loans, Canadian Commitment or Acceptances or other obligations hereunder with respect to the Canadian Loans, or Acceptances, in the case of a Canadian Lender, to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five 15 Business Days after receipt by Borrower Company from such Lender of the statement referred to in the next sentence, Borrower Company (in the case of any such statement received from a Domestic Lender) or Borrowers (in the case of any such statement receive from a Canadian Lender) shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such ; provided no Lender shall deliver be entitled to Borrower avail itself of the benefit of this subsection 5.1C to the extent that any such reduction in return was incurred more than six months prior to the time it first makes a demand therefor, unless the circumstance giving rise to such reduced return arose or became applicable retrospectively, in which case no time limit shall apply (with a copy provided that such Lender has notified Borrowers within six months from the date such circumstances arose or became applicable). Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to Administrative Agent) a this subsection 5.1C, will give prompt written statementnotice thereof to Borrowers, setting which notice shall set forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.19(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest or demonstrable error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) the adoption, effectiveness, phase in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding liquidity and capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding liquidity and capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender by a material amount as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of CreditTerm Loans, or participations therein or other obligations hereunder with respect to the Term Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to liquidity and capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days thirty (30) days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation company on an after tax basis for such reduction. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b2.20(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.20 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), in each case pursuant to Basel III, regardless of the date adopted, issued, promulgated or implemented. Notwithstanding the foregoing, no Lender may demand compensation pursuant to this Section 2.20(b) unless it is then the general policy of such Lender to pursue similar compensation in similar circumstances under comparable provisions of other credit agreements.

Capital Adequacy Adjustment. In the event that If any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date date hereof of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by the National Association of Insurance Commissioners, any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of the National Association of Insurance Commissioners, any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit, Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five ten Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.19(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest demonstrable error.

Capital Adequacy Adjustment. In the event that any Lender shall have determined (which term shall include Issuing Bank for purposes determination shall, absent manifest effort, be final and conclusive and binding upon all parties hereto) that any Change of this Section 2.19(b)Law has imposed on any Lender relating to (A) shall have reasonably determined that the adoption, effectiveness, phase in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters share of Creditthe Term Loan, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit Term Loan to a level below that which such Lender or such controlling corporation company could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation company with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five (5) Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation company on an after tax basis for such reduction. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b2.13(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. The Administrative Agent shall deliver to Borrower (with a copy to Lenders) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to any such Lender under this Section 2.13(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Original Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five ten Business Days after receipt by Parent Borrower from such Lender of the statement referred to in the next sentence, Parent Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Parent Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender Affected Party shall have determined in its sole discretion (which term shall include Issuing Bank for purposes of this Section 2.19(b)determination shall, absent manifest effort, be final and conclusive and binding upon all parties hereto) shall have reasonably determined that (i) the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender Affected Party (or its applicable lending office) or any company controlling such Affected Party with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender Affected Party or any corporation company controlling such Lender Affected Party as a consequence of, or with reference to, such LenderAffected Party’s Loans or Revolving Commitments or Letters of CreditCommitments, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender Affected Party or such controlling corporation company could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender Affected Party or such controlling corporation company with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five (5) Business Days after receipt by Borrower Company from such Lender Affected Party of the statement referred to in the next sentence, Borrower Company shall pay to such Lender Affected Party such additional amount or amounts as will compensate such Lender Affected Party or such controlling corporation company on an after after-tax basis for such reduction. Such Lender Affected Party shall deliver to Borrower Company (with a copy to Administrative Agent and Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender such Affected Party under this Section 2.19(b2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.15 shall apply, without limitation, to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any Governmental Authority (x) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as amended to the date hereof and from time to time hereafter, and any successor statute and (y) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any such Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Xxxxxx's Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five ten (10) Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the change in law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor; provided further that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.19(b2.13(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days 10 days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts (including Taxes on payments made pursuant to this Section 2.19(b)) as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction; provided that, Borrower shall not be under any obligation to compensate any Lender with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request; provided further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any change in law within such 180-day period. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include each Issuing Bank and the Swing Line Lender for purposes of this Section 2.19(b2.18(b)) shall have reasonably determined that the adoption, effectiveness, phase in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirementsliquidity, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation Person controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation Person could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation Person with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation Person on an after tax basis for such reduction. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to the Lender under this Section 2.19(b2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to compensate a Lender, an Issuing Bank or the Swing Line Lender pursuant to this Section 2.18(b) for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender, such Issuing Bank or the Swing Line Lender, as the case may be, notifies the Borrower of the change giving rise to such increased costs or reductions and of such Lender’s, such Issuing Bank’s or the Swing Line Lender’s intention to claim compensation therefor (except that, if the change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy Adjustment. In the event that If any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by the National Association of Insurance Commissioners, any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of the National Association of Insurance Commissioners, any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit, Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender reasonably determines such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five fifteen Business Days after receipt by Borrower Company from such Lender of the statement referred to in the next sentence, Borrower Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Borrower Company (with a copy to Chase Co-Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.19(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender shall have determined (which term shall include Issuing Bank for purposes of this Section 2.19(b)determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) shall have reasonably determined that (A) the adoption, effectiveness, phase in phase‑in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any Applicable Law guideline, request or directive regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation company could have achieved but for such adoption, effectiveness, phase inphase‑in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation company with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation company on an after tax after‑tax basis for such reduction. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.15 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender Affected Party shall have determined in its sole discretion (which term shall include Issuing Bank for purposes of this Section 2.19(b)determination shall, absent manifest effort, be final and conclusive and binding upon all parties hereto) shall have reasonably determined that (i) the adoption, effectiveness, phase in phase‑in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender Affected Party (or its applicable lending office) or any company controlling such Affected Party with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the Fourth Amendment Effective Date, has or would have the effect of reducing the rate of return on the capital of such Lender Affected Party or any corporation company controlling such Lender Affected Party as a consequence of, or with reference to, such LenderAffected Party’s Loans or Revolving Commitments or Letters of CreditCommitments, or participations therein or other obligations hereunder with respect to the Revolving Loans or the Letters of Credit to a level below that which such Lender Affected Party or such controlling corporation company could have achieved but for such adoption, effectiveness, phase inphase‑in, applicability, change or compliance (taking into consideration the policies of such Lender Affected Party or such controlling corporation company with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five (5) Business Days after receipt by Borrower Company from such Lender Affected Party of the statement referred to in the next sentence, Borrower Company shall pay to such Lender Affected Party such additional amount or amounts as will compensate such Lender Affected Party or such controlling corporation company on an after tax after‑tax basis for such reduction. Such Lender Affected Party shall deliver to Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender such Affected Party under this Section 2.19(b2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (i) and (ii) of this Section 2.15 shall apply, without limitation, to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any Governmental Authority (x) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as amended to the date hereof and from time to time hereafter, and any successor statute and (y) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof in each case that becomes effective after the date hereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive issued or made after the date hereof regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments Commitment or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit Credit, to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five (5) Business Days after receipt by the Borrower Representative from such Lender of the statement referred to in the next sentence, the applicable Borrower shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such Lender shall deliver to the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender shall have determined (which term shall include Issuing Bank for purposes of this Section 2.19(b)determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) shall have reasonably determined that (A) the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any Applicable Law guideline, request or directive regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of CreditLoans, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation company could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation company with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation company on an after after-tax basis for such reduction. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.19 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower Company from such Lender of the statement referred to in the next sentence, Borrower Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest demonstrable error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirementsliquidity, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any Applicable Law guideline, request or directive regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments Commitments, or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation company could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation company with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation company on an after after-tax basis for such reduction. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.19 shall apply to all requests, rules, guidelines or directives issued by any United States or foreign regulatory authority (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days 10 days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts (including Taxes on payments made pursuant to this Section 2.19(b)) as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction; provided that, Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request; provided further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any change in law within such 180-day period. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that If any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date date hereof of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, Authority has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower Company from such Lender of the statement referred to in the next sentence, Borrower Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction; provided that Company shall not be required to compensate a Lender pursuant to this subsection for any reduction incurred more than 180 days prior to the date that such Lender notifies Company of such change giving rise to such reduction and of such Lender’s intention to claim compensation therefor; provided, further, that, if such change giving rise to such reduction is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof. Such Lender shall deliver to Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.19(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include each Issuing Bank for purposes of this Section 2.19(b2.18(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date date hereof of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof after the date hereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (provided that for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith shall be deemed to have been adopted and become effective after the date hereof), has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating and calculation of the additional amounts owed to Lender under this Section 2.19(b2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include each Issuing Bank for purposes of this Section 2.19(b2.18(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the date hereof (provided that for purposes of this Agreement, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have been adopted and become effective after the date hereof), has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein ) by an amount deemed by such Lender to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issuedmaterial, then from time to time, within five 15 Business Days after receipt by Borrower the Company from such Lender of the statement referred to in the next sentence, each applicable Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after tax basis for such reduction; provided that such Lender shall be entitled to request compensation pursuant to this Section 2.18(b) only to the extent it is the general practice or policy of such Lender to request such compensation from other borrowers under comparable facilities under similar circumstances (and such Lender so certifies to the Company). Such Lender shall deliver to Borrower the Company (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating and calculation of the additional amounts owed to Lender under this Section 2.19(b2.18(b), which statement shall be conclusive and binding upon on all parties hereto absent manifest error. Notwithstanding the foregoing, the Company shall not be required to compensate a Lender pursuant to this Section 2.18(b) for any amounts incurred more than 90 days prior to the date that such Lender notifies the Company of such Lender’s intention to claim compensation therefor; provided that if the circumstances giving rise to such claim have a retroactive effect, then such 90 day period shall be extended to include the period of such retroactive effect.

Capital Adequacy Adjustment. In the event that any Lender Affected Party shall have determined in its sole discretion (which term shall include Issuing Bank for purposes of this Section 2.19(b)determination shall, absent manifest effort, be final and conclusive and binding upon all parties hereto) shall have reasonably determined that (i) the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender Affected Party (or its applicable lending office) or any company controlling such Affected Party with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender Affected Party or any corporation company controlling such Lender Affected Party as a consequence of, or with reference to, such LenderAffected Party’s Loans or Revolving Commitments or Letters of CreditCommitments, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender Affected Party or such controlling corporation company could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender Affected Party or such controlling corporation company with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five (5) Business Days after receipt by Borrower Company from such Lender Affected Party of the statement referred to in the next sentence, Borrower Company shall pay to such Lender Affected Party such additional amount or amounts as will compensate such Lender Affected Party or such controlling corporation company on an after after-tax basis for such reduction. Such Lender Affected Party shall deliver to Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender such Affected Party under this Section 2.19(b2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (i) and (ii) of this Section 2.15 shall apply, without limitation, to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any Governmental Authority (x) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as amended to the date hereof and from time to time hereafter, and any successor statute and (y) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b2.18(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of CreditCommitments, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower Company from such Lender of the statement referred to in the next sentence, Borrower Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest errorprima facie evidence thereof.

Capital Adequacy Adjustment. In the event that any Lender Bank (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender Bank or any corporation controlling such Lender Bank as a consequence of, or with reference to, such LenderBank’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender Bank or such controlling corporation could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender Bank or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by such Borrower from such Lender Bank of the statement referred to in the next sentence, such Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank or such controlling corporation on an after tax basis for such reduction. Such Lender Bank shall deliver to such Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender Bank under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender Affected Party shall have determined in its sole discretion (which term shall include Issuing Bank for purposes of this Section 2.19(b)determination shall, absent manifest effort, be final and conclusive and binding upon all parties hereto) shall have reasonably determined that (i) the adoption, effectiveness, phase in phase‑in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender Affected Party (or its applicable lending office) or any company controlling such Affected Party with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the Third Amendment Effective Date, has or would have the effect of reducing the rate of return on the capital of such Lender Affected Party or any corporation company controlling such Lender Affected Party as a consequence of, or with reference to, such LenderAffected Party’s Loans or Revolving Commitments or Letters of CreditCommitments, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender Affected Party or such controlling corporation company could have achieved but for such adoption, effectiveness, phase inphase‑in, applicability, change or compliance (taking into consideration the policies of such Lender Affected Party or such controlling corporation company with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five (5) Business Days after receipt by Borrower Company from such Lender Affected Party of the statement referred to in the next sentence, Borrower Company shall pay to such Lender Affected Party such additional amount or amounts as will compensate such Lender Affected Party or such controlling corporation company on an after tax after‑tax basis for such reduction. Such Lender Affected Party shall deliver to Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender such Affected Party under this Section 2.19(b2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (i) and (ii) of this Section 2.15 shall apply, without limitation, to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any Governmental Authority (x) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as amended to the date hereof and from time to time hereafter, and any successor statute and (y) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements (whether or not having the force of law) adequacy of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender Lender’s holding company as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit Loans, to a level below that which such Lender or such controlling corporation holding company could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation holding company with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five ten (10) Business Days after receipt by the Borrower Representative from such Lender of the statement referred to in the next sentence, Borrower the Borrowers shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such controlling corporation on an after tax basis for such reduction. Such Lender shall deliver to the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, clauses (a) and (b) of this Section 2.15 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five promptly but in any event no more than ten (10) Business Days after receipt by Borrower Borrowers from such Lender of the statement referred to in the next sentence, Borrower Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction, so long as such Lender generally requires similar obligors under other credit facilities of this type made available by such Lender to similarly so compensate such Lender. Such Lender shall deliver to Borrower Borrowers (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any such Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five ten (10) Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the change in law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.19(b2.13(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender Affected Party shall have determined in its sole discretion (which term shall include Issuing Bank for purposes of this Section 2.19(b)determination shall, absent manifest effort, be final and conclusive and binding upon all parties hereto) shall have reasonably determined that (i) the adoption, effectiveness, phase in phase‑in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender Affected Party (or its applicable lending office) or any company controlling such Affected Party with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender Affected Party or any corporation company controlling such Lender Affected Party as a consequence of, or with reference to, such LenderAffected Party’s Loans or Revolving Commitments or Letters of CreditCommitments, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender Affected Party or such controlling corporation company could have achieved but for such adoption, effectiveness, phase inphase‑in, applicability, change or compliance (taking into consideration the policies of such Lender Affected Party or such controlling corporation company with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five (5) Business Days after receipt by Borrower Company from such Lender Affected Party of the statement referred to in the next sentence, Borrower Company shall pay to such Lender Affected Party such additional amount or amounts as will compensate such Lender Affected Party or such controlling corporation company on an after tax after‑tax basis for such reduction. Such Lender Affected Party shall deliver to Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender such Affected Party under this Section 2.19(b2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (i) and (ii) of this Section 2.15 shall apply, without limitation, to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any Governmental Authority (x) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as amended to the date hereof and from time to time hereafter, and any successor statute and (y) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date (or in the case of any Applicable Law Lender that becomes a party after the Closing Date, the date that such Lender becomes a party hereto) of any law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. Notwithstanding the foregoing, Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender, as the case may be, notifies the Borrower of the change giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by an amount considered by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant Lender to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issuedmaterial, then from time to time, within five Business Days after receipt by Borrower Company from such Lender of the statement referred to in the next sentence, Borrower Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any Applicable Law guideline, request or directive regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Commitments, Letters of CreditCredit or Bank Guarantees, or participations therein or other obligations hereunder with respect to the Loans or Loans, the Letters of Credit or the Bank Guarantees to a level below that which such Lender or such controlling corporation company could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation company with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation company on an after after-tax basis for such reduction. Such Lender shall deliver to Borrower (with a copy to the applicable Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.19 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include each Issuing Bank for purposes of this Section 2.19(b2.18(b)) shall have reasonably determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) the introduction, adoption, effectiveness, phase in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any Applicable Law guideline, request or directive regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Loans, Revolving Commitments, DSR Commitments or Letters of Credit, Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation company could have achieved but for such introduction, adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation company with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation company on an after tax basis for such reduction. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, for all purposes of the Financing Documents, subsections (a) and (b) of this Section 2.18 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued or promulgated by any United States or foreign regulatory authority (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements, the United States regulatory authorities or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that If any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined determined, acting reasonably, that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date date hereof of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency Government Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Government Authority, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five ten Business Days after receipt by Borrower Company from such Lender of the statement referred to in the next sentencesubsection 2.8A, Borrower Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such ; provided that Company shall not be required to compensate a Lender pursuant to this subsection for any reduction in respect of a period occurring more than six months prior to the date that such Lender notifies Company of such Lender’s intention to claim compensation therefor unless the circumstances giving rise to such reduction become applicable retroactively, in which case no such time limitation shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail apply so long as such Lender requests compensation within six months from the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest errordate such circumstances become applicable.

Capital Adequacy Adjustment. In the event If any Lender shall have determined that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase Change in or applicability after the Third Restatement Date of any Applicable Law regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law regarding capital or liquidity adequacy, reserve requirements or similar requirements (whether or not having the force of law) of any such Governmental Authority, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance Change in Law (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided thatadequacy and liquidity) by an amount deemed by such Lender to be material, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to timethen, within five ten (10) Business Days after receipt by Borrower Company from such Lender of the statement referred to in subsection 2.8A, the next sentence, applicable Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after tax basis for such reduction. Such Failure or delay on the party of any Lender to demand compensation pursuant to the foregoing provisions of this subsection 2.7C shall deliver not constitute a waiver of such Lender’s right to demand such compensation; provided no Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive required to compensate a Lender pursuant to this subsection 2.7C for any reduction in respect of a period occurring more than six months prior to the date on which such Lender notifies Company of such Change in Law and binding upon all parties hereto absent manifest errorsuch Lender’s intention to claim compensation therefor, except, if the Change in Law giving rise to such reduction is retroactive, no such time limitation shall apply so long as such Lender requests compensation within six months from the date on which the applicable Government Authority informed such Lender of such Change in Law.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments Commitment or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit Credit, to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five (5) Business Days after receipt by the Borrower Representative from such Lender of the statement referred to in the next sentence, the applicable Borrower shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such controlling corporation on an after tax basis for such reduction. Such Lender shall deliver to the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date (or in the case of any Applicable Law Lender that becomes a party after the Closing Date, the date that such Lender becomes a party hereto) of any law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower Borrowers from such Lender of the statement referred to in the next sentence, Borrower Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Borrower Borrowers (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. Notwithstanding the foregoing, the Borrowers shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrowers of the change giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor (except that, if the change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy Adjustment. In the event that If any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date date hereof of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit, Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower Company from such Lender of the statement referred to in the next sentence, Borrower Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction; provided that Company shall not be required to compensate a Lender pursuant to this subsection for any reduction incurred more than 180 days prior to the date that such Lender notifies Company of such change giving rise to such reduction and of such Lender's intention to claim compensation therefor; provided, further, that, if such change giving rise to such reduction is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof. Such Lender shall deliver to Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.19(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender Affected Party shall have determined in its sole discretion (which term shall include Issuing Bank for purposes of this Section 2.19(b)determination shall, absent manifest effort, be final and conclusive and binding upon all parties hereto) shall have reasonably determined that (i) the adoption, effectiveness, phase in phase‑in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender Affected Party (or its applicable lending office) or any company controlling such Affected Party with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the Original Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender Affected Party or any corporation company controlling such Lender Affected Party as a consequence of, or with reference to, such LenderAffected Party’s Loans or Revolving Commitments or Letters of CreditCommitments, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender Affected Party or such controlling corporation company could have achieved but for such adoption, effectiveness, phase inphase‑in, applicability, change or compliance (taking into consideration the policies of such Lender Affected Party or such controlling corporation company with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five (5) Business Days after receipt by Borrower Company from such Lender Affected Party of the statement referred to in the next sentence, Borrower Company shall pay to such Lender Affected Party such additional amount or amounts as will compensate such Lender Affected Party or such controlling corporation company on an after tax after‑tax basis for such reduction. Such Lender Affected Party shall deliver to Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender such Affected Party under this Section 2.19(b2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (i) and (ii) of this Section 2.15 shall apply, without limitation, to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any Governmental Authority (x) under or in connection with the implementation of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as amended to the date hereof and from time to time hereafter, and any successor statute and (y) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender Affected Party shall have determined in its sole discretion (which term shall include Issuing Bank for purposes of this Section 2.19(b)determination shall, absent manifest effort, be final and conclusive and binding upon all parties hereto) shall have reasonably determined that (i) the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender Affected Party (or its applicable lending office) or any company controlling such Affected Party with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender Affected Party or any corporation company controlling such Lender Affected Party as a consequence of, or with reference to, such LenderAffected Party’s Loans or Revolving Commitments or Letters of CreditCommitments, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender Affected Party or such controlling corporation company could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender Affected Party or such controlling corporation company with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five (5) Business Days after receipt by Borrower Company from such Lender Affected Party of the statement referred to in the next sentence, Borrower Company shall pay to such Lender Affected Party such additional amount or amounts as will compensate such Lender Affected Party or such controlling corporation company on an after after-tax basis for such reduction. Such Lender Affected Party shall deliver to Borrower Company (with a copy to Administrative Agent and Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender such Affected Party under this Section 2.19(b2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (i) and (ii) of this Section 2.15 shall apply, without limitation, to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any Governmental Authority (x) under or in connection with the implementation of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as amended to the date hereof and from time to time hereafter, and any successor statute and (y) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender Affected Party shall have determined in its sole discretion (which term shall include Issuing Bank for purposes of this Section 2.19(b)determination shall, absent manifest effort, be final and conclusive and binding upon all parties hereto) shall have reasonably determined that (i) the adoption, effectiveness, phase in phase‑in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender Affected Party (or its applicable lending office) or any company controlling such Affected Party with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender Affected Party or any corporation company controlling such Lender Affected Party as a consequence of, or with reference to, such LenderAffected Party’s Loans or Revolving Commitments or Letters of CreditLimits, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender Affected Party or such controlling corporation company could have achieved but for such adoption, effectiveness, phase inphase‑in, applicability, change or compliance (taking into consideration the policies of such Lender Affected Party or such controlling corporation company with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five (5) Business Days after receipt by Borrower Company from such Lender Affected Party of the statement referred to in the next sentence, Borrower Company shall pay to such Lender Affected Party such additional amount or amounts as will compensate such Lender Affected Party or such controlling corporation company on an after tax after‑tax basis for such reduction. Such Lender Affected Party shall deliver to Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender such Affected Party under this Section 2.19(b2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (i) and (ii) of this Section 2.15 shall apply, without limitation, to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any Governmental Authority (x) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as amended to the date hereof and from time to time hereafter, and any successor statute and (y) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank any Support Institution of such Lender for all purposes of this Section 2.19(b2.10(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans Advances or Revolving Commitments or Letters of CreditCommitment, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit Advances to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Borrower (with a copy to Administrative the Facility Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b2.10(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. Each Lender seeking compensation under this Section 2.10(b) shall make reasonable efforts to notify Borrower of its cost or expense within sixty (60) days of the incurrence of such cost or expense for which such Lender demands compensation, but a Lender’s failure to make such demand within said sixty (60) day period shall not constitute a waiver of its right to such indemnification for such cost or expense.

Capital Adequacy Adjustment. In Subject to the event that last sentence of this subsection 2.7C, if any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase in or applicability adoption after the Third Restatement Date date hereof of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change after the date hereof therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency which is first made after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Term Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Term Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five ten (10) Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.19(b)amounts, which statement shall be conclusive and binding upon all parties hereto presumptively correct absent manifest error. Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in law giving rise to obligation by the Borrower under this subsection 2.7C to compensate any applicable Lender as described herein, regardless of the date enacted, adopted or issued.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule, determination, guideline, order, or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of CreditLoans, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower Company from such Lender of the statement referred to in the next sentence, Borrower Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction; provided, that neither Company nor any of its Subsidiaries shall be required to compensate any Lender pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender notifies Company in writing of the increased costs and of such Lender’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof. Such Lender shall deliver to Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In Subject to the event that last sentence of this subsection 2.7C, if any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) or L/C Issuer shall have reasonably determined that the adoption, effectiveness, phase in or applicability adoption after the Third Restatement Date date hereof of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirements, or any change after the date hereof therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or L/C Issuer with any Applicable Law guideline, request or directive regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency which is first made after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or L/C Issuer or any corporation controlling such Lender or L/C Issuer as a consequence of, or with reference to, such Lender’s or L/C Issuer’s Loans or Revolving Commitments or Letters of Credit, Credit or participations therein therein, as applicable, or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender Lender, such L/C Issuer or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender Lender, such L/C Issuer or such controlling corporation with regard to capital adequacyadequacy or liquidity maintained); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five ten (10) Business Days after receipt by Borrower from such Lender or such L/C Issuer of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender Lender, such L/C Issuer or such controlling corporation on an after after-tax basis for such reduction. Such Lender or such L/C Issuer shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.19(b)amounts, which statement shall be conclusive and binding upon all parties hereto presumptively correct absent manifest error. Notwithstanding anything herein to the contrary, all requests, rules, guidelines or directives (x) in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities shall be deemed to be a change in law giving rise to obligation by the Borrower under this subsection 2.7C to compensate any applicable Lender as described herein, in each case of clauses (x) and (y), regardless of the date enacted, adopted, issued, promulgated or implemented, or compliance by any Lender or applicable lending office or the L/C Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency.

Capital Adequacy Adjustment. In the event that If any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined in good faith that the adoption, effectiveness, phase phase-in or applicability (excluding any adoption, effectiveness, phase-in or applicability published as of the Effective Date and currently scheduled to take effect) after the Third Restatement Date date hereof of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof after the date hereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit, Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five ten Business Days after receipt written demand by Borrower from such Lender (with a copy of the statement referred such demand to in the next sentenceAgent), Borrower Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such ; PROVIDED that a Lender shall deliver not be entitled to Borrower avail itself of the benefit of this subsection 10.7C to the extent that any such reduction in return was incurred more than six months prior to the time it first makes a demand therefor, unless the circumstance giving rise to such reduced return arose or became applicable retrospectively, in which case no time limit shall apply (with a copy PROVIDED that such Lender has notified Company within six months from the date such circumstances arose or became applicable). Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to Administrative Agent) a this subsection 10.7C, will give prompt written statementnotice thereof to Company, setting which notice shall set forth in reasonable detail the basis for calculating of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of Company's obligations to pay additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.subsection 10.7C.

Capital Adequacy Adjustment. In the event that If any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined --------------------------- that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date date hereof of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit, Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower Borrowers from such Lender of the statement referred to in the next sentence, Borrower shall Borrowers jointly and severally agree to pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. ; provided that -------- notwithstanding anything to the contrary contained above in this subsection 2.7C, unless a Lender gives notice to the respective Borrower that it is obligated to pay an amount under this subsection within six months after the later of (x) the date such Lender suffers the respective reduction in return on capital or (y) the date such Lender has actual knowledge of the respective reduction in return on capital, then such Lender shall only be entitled to be compensated for such amount by Borrowers pursuant to this subsection 2.7C to the extent of the reduction in return on capital that is suffered on or after the date which occurs six months prior to such Lender giving notice to such Borrower that it is obligated to pay the respective amounts pursuant to this subsection 2.7C. Such Lender shall deliver to Borrower Borrowers (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.19(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender shall have determined (which term shall include Issuing Bank for purposes of this Section 2.19(b)determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) shall have reasonably determined that (A) the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of CreditLoans, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation company could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation company with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation company on an after after-tax basis for such reduction. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to a Lender under this Section 2.19(b2.13(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.13 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that If any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date date hereof of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency Government Entity charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental AuthorityGovernment Entity, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit, Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower Company from such Lender of the statement referred to in the next sentencesubsection 2.8A, Borrower Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such , increased to the extent necessary to take into account any taxes (including for these purposes any income, recordation, mortgage, stamp or documentary taxes) such Lender may incur as a result of such additional amounts; provided that no such amounts shall be payable by Company to any Lender unless such Lender shall deliver have adopted a policy to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon assess such costs against all parties hereto absent manifest errorborrowers similarly situated.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof in each case that becomes effective after the date hereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive issued or made after the date hereof regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (including, notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, regardless in the case of clauses (i) and (ii) of the date enacted, adopted or issued (but in the case of clauses (i) and (ii) only to the extent actually implemented)), has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments Commitment or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit Credit, to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacyadequacy or liquidity requirements); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by the Borrower Representative from such Lender of the statement referred to in the next sentence, the applicable Borrower shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such Lender shall deliver to the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirementsliquidity, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation Person controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of CreditCommitments, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation Person could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation Person with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation Person on an after tax basis for such reduction. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to the Lender under this Section 2.19(b2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to compensate a Lender pursuant to this Section 2.18(b) for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the change giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) the adoption, effectiveness, phase in phase‑in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank Authority (including without limitation Basel III) or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirements (whether or not having the force of law) of any such Governmental AuthorityAuthority (including without limitation Basel III), in each case after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase inphase‑in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after tax after‑tax basis for such reduction. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, clauses (a) and (b) of this Section 2.19 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any regulatory authority (regardless of when enacted) pursuant to Basel III (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender Affected Party shall have determined in its sole discretion (which term shall include Issuing Bank for purposes of this Section 2.19(b)determination shall, absent manifest effort, be final and conclusive and binding upon all parties hereto) shall have reasonably determined that (i) the adoption, effectiveness, phase in phase‑in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender Affected Party (or its applicable lending office) or any company controlling such Affected Party with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender Affected Party or any corporation company controlling such Lender Affected Party as a consequence of, or with reference to, such LenderAffected Party’s Loans or Revolving Commitments or Letters of CreditCommitments, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender Affected Party or such controlling corporation company could have achieved but for such adoption, effectiveness, phase inphase‑in, applicability, change or compliance (taking into consideration the policies of such Lender Affected Party or such controlling corporation company with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five (5) Business Days after receipt by Borrower Company from such Lender Affected Party of the statement referred to in the next sentence, Borrower Company shall pay to such Lender Affected Party such additional amount or amounts as will compensate such Lender Affected Party or such controlling corporation company on an after tax after‑tax basis for such reduction. Such Lender Affected Party shall deliver to Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender such Affected Party under this Section 2.19(b2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.15 shall apply, without limitation, to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any Governmental Authority (x) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as amended to the date hereof and from time to time hereafter, and any successor statute and (y) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that If any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date date hereof of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirementsafter the date hereof, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank bank, the NAIC or comparable agency charged with the interpretation or administration admin istration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank, the NAIC or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit, Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower Company from such Lender of the statement referred to in the next sentence, Borrower Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction; provided that a Lender shall not be entitled to avail itself of the benefit of this subsection 2.7C to the extent that any such reduction in return was incurred more than six months prior to the time it gives notice to Company (as provided in the next sentence) of the relevant circumstance, unless such circumstance arose or became applicable retrospectively, in which case such Lender shall not be limited to such six month period so long as such Lender has given such notice to Company no later than six months from the time such circumstance became applicable to such Lender. Such Lender shall deliver to Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.19(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender Affected Party shall have determined in its sole discretion (which term shall include Issuing Bank for purposes of this Section 2.19(b)determination shall, absent manifest effort, be final and conclusive and binding upon all parties hereto) shall have reasonably determined that (i) the adoption, effectiveness, phase in phase‑in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender Affected Party (or its applicable lending office) or any company controlling such Affected Party with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender Affected Party or any corporation company controlling such Lender Affected Party as a consequence of, or with reference to, such LenderAffected Party’s Loans Notes or Revolving Commitments or Letters of CreditCommitment Limits, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit Notes to a level below that which such Lender Affected Party or such controlling corporation company could have achieved but for such adoption, effectiveness, phase inphase‑in, applicability, change or compliance (taking into consideration the policies of such Lender Affected Party or such controlling corporation company with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five (5) Business Days after receipt by Borrower Company from such Lender Affected Party of the statement referred to in the next sentence, Borrower Company shall pay to such Lender Affected Party such additional amount or amounts as will compensate such Lender Affected Party or such controlling corporation company on an after tax after‑tax basis for such reduction. Such Lender Affected Party shall deliver to Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender such Affected Party under this Section 2.19(b2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (i) and (ii) of this Section 2.15 shall apply, without limitation, to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any Governmental Authority (x) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as amended to the date hereof and from time to time hereafter, and any successor statute and (y) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender shall have determined (which term shall include Issuing Bank for purposes of this Section 2.19(b)determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) shall have reasonably determined that (A) the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirementsliquidity, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any Applicable Law guideline, request or directive regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the Restatement Date, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation company could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation company with regard to capital adequacyadequacy or liquidity); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five (5) Business Days after receipt by Borrower the Company Representative from such Lender of the statement referred to in the next sentence, Borrower the Companies shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation company on an after after-tax basis for such reduction. Such Lender shall deliver to Borrower the Company Representative (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.18 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the Doxx-Xrxxx Xxxx Xtreet Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, regardless of the date adopted, issued, promulgated or implemented (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto).

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank any Support Institution of such Lender for all purposes of this Section 2.19(b2.10(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans Advances or Revolving Commitments or Letters of CreditCommitment, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit Advances to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b2.10(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. Each Lender seeking compensation under this Section 2.10(b) shall make reasonable efforts to notify Borrower of its cost or expense within sixty (60) days of the incurrence of such cost or expense for which such Lender demands compensation, but a Lender’s failure to make such demand within said sixty (60) day period shall not constitute a waiver of its right to such indemnification for such cost or expense.

Capital Adequacy Adjustment. In the event that any Lender shall have determined (which term shall include Issuing Bank for purposes of this Section 2.19(b)determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) shall have reasonably determined that (A) the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirementsliquidity, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any Applicable Law guideline, request or directive regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the Restatement Date, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation company could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation company with regard to capital adequacyadequacy or liquidity); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five (5) Business Days after receipt by Borrower the Company Representative from such Lender of the statement referred to in the next sentence, Borrower the Companies shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation company on an after after-tax basis for such reduction. Such Lender shall deliver to Borrower the Company Representative (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.18 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, regardless of the date adopted, issued, promulgated or implemented (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto).

Capital Adequacy Adjustment. In the event that If any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date date hereof (in the case of each Lender listed on the signature pages hereof and in the case of any Applicable Law other Lender if such change shall have affected a class of Lenders generally) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of any other Lender if such change shall not have affected a class of Lenders generally) of any law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change after such date therein or in the interpretation, application interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency issued after such date, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit, Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days 15 days after receipt by Borrower Company from such Lender of the statement referred to in the next sentence, Borrower Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after tax basis for such reduction. Such Lender shall deliver to Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.19(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error; PROVIDED that such Lender may not impose materially greater costs on Company than on similarly situated borrowers by the virtue of the methodology applied to calculate such additional amounts.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase in or applicability after the Third Restatement Date of any Applicable Law regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law regarding capital or liquidity adequacy, reserve requirements or similar requirements (whether or not having the force of law) of any such Governmental Authority, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after tax basis for such reduction. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that If any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date date hereof of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank bank, the National Association of Insurance Commissioners, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank, the National Association of Insurance Commissioners or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issuedan amount which such Lender deems material, then from time to time, within five Business Days after receipt by Borrower Borrowers from such Lender of the statement referred to in the next sentence, the applicable Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such Lender shall deliver to Borrower Borrowers (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.19(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error; provided that Borrowers shall not be required to compensate a Lender pursuant to this subsection 2.7C for any amounts incurred more than six months prior to the date that such Lender notifies Borrowers of such Lender's intention to claim compensation therefor, except that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect.

Capital Adequacy Adjustment. In the event that If any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date date hereof of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirementsor, or after the date hereof, any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank bank, the NAIC or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank, the NAIC or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s 's Loans or Revolving Commitments or Letters of Credit, Credit or participations therein or other 76 obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower Company from such Lender of the statement referred to in the next sentence, Borrower Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction; provided that a Lender shall not be entitled to avail itself of the benefit of this subsection 2.7C to the extent that any such reduction in return was incurred more than six months prior to the time it gives notice to Company (as provided in the next sentence) of the relevant circumstance, unless such circumstance arose or became applicable retrospectively, in which case such Lender shall not be limited to such six month period so long as such Lender has given such notice to Company no later than six months from the time such circumstance became applicable to such Lender. Such Lender shall deliver to Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.19(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include each Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or change in applicability after the Third Restatement Closing Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Loans, Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, change in applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five (5) Business Days after receipt by Borrower Company from such Lender of the statement referred to in the next sentence, Borrower Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction; provided, Company shall not be obligated to pay such Lender any compensation attributable to any period prior to the date that is 180 days prior to the date on which such Lender gave notice to Company of the circumstances entitling such Lender to compensation. Such Lender shall deliver to Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b)) and in the calculation thereof, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that If any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date date hereof of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirementsadequacy (excluding those published as of the Closing Date but scheduled to take effect thereafter), or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or any corporation controlling such Lender (or its applicable lending office) with any Applicable Law guideline, request or directive regarding capital or liquidity adequacy, reserve requirements or similar requirements adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any such controlling corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of CreditLoans, or participations therein Commitment or other obligations hereunder with respect to the Loans or Loans, in the Letters case of Credit any Lender, to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five 15 Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after after-tax basis for such reduction. Such ; provided no Lender shall deliver be entitled to avail itself of the benefit of this subsection 3.1C to the extent that any such reduction in return was incurred more than six months prior to the time it first makes a demand therefor, unless the circumstance giving rise to such reduced return arose or became applicable retrospectively, in which case no time limit shall apply (provided that such Lender has notified Borrower (with a copy within six months from the date such circumstances arose or became applicable). Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to Administrative Agent) a this subsection 3.1C, will give prompt written statementnotice thereof to Borrower, setting which notice shall set forth in reasonable detail the basis for calculating of the calculation of such additional amounts owed to Lender under this Section 2.19(b)amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest or demonstrable error.

Capital Adequacy Adjustment. In the event that any Lender shall have determined (which term shall include Issuing Bank for purposes of this Section 2.19(b)determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) shall have reasonably determined that (A) the adoption, effectiveness, phase phase-in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any Applicable Law guideline, request or directive regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of CreditLoans, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation company could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation company with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation company on an after tax a pre-Tax basis for such reduction. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.19(b2.16(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.16 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include each Issuing Bank for purposes of this Section 2.19(b2.18(b)) shall have reasonably determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) the introduction, adoption, effectiveness, phase in or applicability after the Third Restatement Date of any Applicable Law law, rule or regulation (or any provision thereof) regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any Applicable Law guideline, request or directive regarding capital adequacy or liquidity adequacy, reserve requirements or similar requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Loans, Revolving Commitments or Letters of Credit, Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation company could have achieved but for such introduction, adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation company with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after tax basis company for such reduction. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, for all purposes of the Financing Documents, subsections (a) and (b) of this Section 2.18 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued or promulgated by any United States or foreign regulatory authority (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements, the United States regulatory authorities or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.