Common use of Capital Adequacy Adjustment Clause in Contracts

Capital Adequacy Adjustment. In the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidity), 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 will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. 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.

Capital Adequacy Adjustment. In If any Lender shall have determined that the event that adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by the National Association of Insurance Commissioners, any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable lending office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) of the National Association of Insurance Commissioners, any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender's Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender reasonably determines such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) fifteen Business Days after receipt by the Borrower Company from such Lender of the statement referred to in the next sentence, the Borrower will Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Company (with a copy to the 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 If any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Government Authority charged with the interpretation or administration thereof, or compliance by any Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Government Authority, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender’s Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Company from such Lender of the statement referred to in the next sentencesubsection 2.8A, the Borrower will Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation for any such reduction suffered. Such Lender shall deliver reduction, increased to the Borrower (with extent necessary to take into account any Tax incurred or payable by such Lender as a copy result of the obligation of Company to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the pay such additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest erroramounts.

Capital Adequacy Adjustment. In If any Lender shall have determined that the event that adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the 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 (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable lending office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender's Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Borrowers from such Lender of the statement referred to in the next sentence, the Borrower will Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Borrowers (with a copy to the 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 Bank (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines shall have determined that the adoption, effectiveness, phase in or applicability after the Closing Date of any Change in Law affecting such Lender law, rule or regulation (or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Bank or any corporation controlling such Bank as a consequence of, or with reference to, such Bank’s Loans or Revolving Commitments or Letters of this Agreement, the Commitments of such Lender or the Loans made byCredit, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender Bank or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Bank or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the such Borrower from such Lender Bank of the statement referred to in the next sentence, the such Borrower will shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank or such Lender’s holding company controlling corporation on an after tax basis for any such reduction sufferedreduction. Such Lender Bank shall deliver to the 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 shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date of any law, rule or regulation (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of this Agreement, the Commitments of such Lender or the Loans made byCredit, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Company from such Lender of the statement referred to in the next sentence, the Borrower will Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Company (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.

Capital Adequacy Adjustment. In If any Lender shall have determined that the event that adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the 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 (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable lending office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender's Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Borrowers from such Lender of the statement referred to in the next sentence, the Borrower will Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Borrowers (with a copy to the 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)) determines shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date of any Change in Law affecting such Lender law, rule or regulation (or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitment or Letters of this Agreement, the Commitments of such Lender or the Loans made byCredit, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing BankCredit, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time 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 will shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. 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.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include the each Issuing Bank for purposes of this Section 2.19(b2.16(b)) determines shall have 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 of any Change law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in Law affecting the 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 guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy or liquidity requirements(whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the date hereof, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any company controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender’s Loans, Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding controlling company could have achieved but for such Change in Law introduction, adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding Lender or such controlling company with respect regard to capital adequacy or liquidityadequacy), then from time to time 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 will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding controlling company on an after-tax basis for any such reduction sufferedreduction. 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. Notwithstanding any other provision herein, no Lender or Issuing Bank shall demand compensation pursuant to Section 2.16(a) or 2.16(b) if it shall not at the time be the general policy or practice of such Lender or Issuing Bank to demand such compensation from similarly situated borrowers.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date of any Change in Law affecting such Lender law, rule or regulation (or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, 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 this Agreement, the Commitments of such Lender or the Loans made byCredit, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time 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 will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. 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.

Capital Adequacy Adjustment. In the event that any Lender shall --------------------------- have determined that the adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreementof, the Commitments of or with reference to, such Lender Lender's Loans or the Loans made byCommitments, or participations in Letters therein or other obligations hereunder or under any of the other Credit or Swing Line Documents with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Company, from such Lender of the statement referred to in the next sentence, the Borrower will Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Company (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(b2.18(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 the Issuing Bank for purposes of this Section 2.19(b)) determines have determined that any Change in Law affecting such Lender regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office of such Lender office) with any guideline, request or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreementof, the Commitments of or with reference to, such Lender or the Loans made byLender’s, or participations in Letters of Credit therein or Swing Line Loans held by, such Lender, or other obligations hereunder with respect to the Letters of Credit issued by any Issuing Bank, Term Loan to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Company from such Lender of the statement referred to in the next sentence, the Borrower will Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Company (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), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In If any Lender shall have determined that the event that adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable lending office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender's Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time 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 will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. 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 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)) determines shall have determined that the adoption, effectiveness, phase-in or applicability after the Restatement Date of any Change in Law affecting such Lender law, rule or regulation (or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in each case that becomes effective after the date hereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive issued or made after the date hereof regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitment or Letters of this Agreement, the Commitments of such Lender or the Loans made byCredit, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing BankCredit, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time 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 will shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. 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 the Issuing Bank for purposes of this Section 2.19(b)) determines shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date of any Change in Law affecting such Lender law, rule or regulation (or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitment or Letters of this Agreement, the Commitments of such Lender or the Loans made byCredit, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing BankCredit, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time 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 will shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such Lender’s holding company controlling corporation for any such reduction sufferedreduction. 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 the Issuing Bank for purposes of this Section 2.19(b)) determines shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date (or in the case of any Change in Law affecting 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 lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, 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 this Agreement, the Commitments of such Lender or the Loans made byCredit, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Borrowers from such Lender of the statement referred to in the next sentence, the Borrower will Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Borrowers (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 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 If any Lender shall have determined that the event that adoption, effectiveness, phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable lending office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender's Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender reasonably determines such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time then, within five (5) fifteen Business Days after receipt by the Borrower Company from such Lender of the statement referred to in the next sentence, the Borrower will Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Company (with a copy to the 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 If any Lender shall have reasonably determined that the event that adoption, effectiveness, phase-in or applicability (after the date of this Agreement) of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, including any central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (which term shall include or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the Issuing Bank for purposes force of law (after the date of this Section 2.19(bAgreement)) determines that of any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirementsGovernmental Authority, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in Letters of Credit or Swing Line Loans held bywith reference to, such Lender, 's interest in the Loans or other obligations hereunder with respect to the Letters of Credit issued by any Issuing Bank, Loans to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time 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 will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. 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 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. Nothing in this Section 2.12.3 shall require the Borrower to make any payments in respect of Taxes; the Borrower's obligation to indemnify for Lender Taxes shall be limited to its obligations under Section 2.12.2.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b2.18(b)) determines shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date of any Change in Law affecting such Lender law, rule or regulation (or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreementof, the Commitments of or with reference to, such Lender Lender's Loans or the Loans made byRevolving Commitments, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Company from such Lender of the statement referred to in the next sentence, the Borrower will Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Company (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(b2.18(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 shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date of any Legal Requirement (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreementof, the Commitments of or with reference to, such Lender or the Loans made byLender's First Priority Term Loans, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the First Priority Term Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time 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 will shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. 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 If any Lender shall have determined that the event that adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable lending office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender's Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidity)adequacy) and in an amount deemed by such Lender (in its sole discretion) to be material, then from time to time time, within five (5) Business Days after receipt by the Borrower Company from such Lender of the statement referred to in the next sentence, the Borrower will Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Company (with a copy to the 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 If any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Government Authority charged with the interpretation or administration thereof, or compliance by any Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Government Authority, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender's Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Borrowers from such Lender of the statement referred to in the next sentencesubsection 2.8A, the Borrower will Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the controlling corporation on an after-tax 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 errorsuch reduction.

Capital Adequacy Adjustment. In If any Lender shall have determined that the event introduction or adoption (after the date hereof) of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or that any change (after the date hereof) therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or that compliance by any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable Lending Office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) introduced or adopted (after the date hereof) by any such governmental authority, central bank or comparable agency, in any such case has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the such Lender's Loans or Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law introduction, adoption, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time within five (5) Business Days time, promptly after receipt by the Borrower Company from such Lender of the statement referred to in the next sentence, the Borrower will Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Company (with a copy to the Administrative Agent) a written statement, 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 clearly demonstrable error.

Capital Adequacy Adjustment. In the event that If any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Government Authority charged with the interpretation or administration thereof, or compliance by any Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Government Authority, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in Letters of Credit or Swing Line Loans held bywith reference to, such Lender's Letter of Credit Commitments, or the Letters of Credit issued by any Issuing BankCredit, participations therein or other Obligations to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Borrowers from such Lender of the statement referred to in the next sentencesubsection 2.5A, the Borrower will Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the controlling corporation on an after-tax 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 errorsuch reduction.

Capital Adequacy Adjustment. In the event that any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date of any law, rule or regulation (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy or liquidity, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy or liquidity requirements(whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in Letters of Credit or Swing Line Loans held bywith reference to, such Lender, ’s Term Loans or other obligations hereunder with respect to the Letters of Credit issued by any Issuing Bank, Term Loans to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidity), then from time to time 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 will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. 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(b2.14(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 the Issuing Bank for purposes of this Section 2.19(b)) determines shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date of any Change in Law affecting such Lender law, rule or regulation (or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, 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 this Agreement, the Commitments of such Lender or the Loans made byCredit, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidity)adequacy) by an amount considered by the Lender to be material, then from time to time time, within five (5) Business Days after receipt by the Borrower Company from such Lender of the statement referred to in the next sentence, the Borrower will Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Company (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 If any Lender shall have determined, acting reasonably, that the adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Government Authority charged with the interpretation or administration thereof, or compliance by any Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Government Authority, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender’s Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) ten Business Days after receipt by the Borrower Company from such Lender of the statement referred to in the next sentencesubsection 2.8A, the Borrower will 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; 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 holding company for any intention to claim compensation therefor unless the circumstances giving rise to such reduction suffered. Such become applicable retroactively, in which case no such time limitation shall apply so long as such Lender shall deliver to requests compensation within six months from 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 errordate such circumstances become applicable.

Capital Adequacy Adjustment. In the event that any Lender Affected Party shall have determined in its sole discretion (which term shall include determination shall, absent manifest effort, be final and conclusive and binding upon all parties hereto) that (i) the Issuing Bank for purposes adoption, effectiveness, phase-in or applicability of this Section 2.19(b)) determines that any Change in Law affecting such Lender law, rule or regulation (or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the 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 Affected Party (or its applicable lending office) or any company controlling such Affected Party with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Affected Party or any company controlling such Affected Party as a consequence of this Agreementof, the Commitments of or with reference to, such Lender Affected Party’s Loans or the Loans made byRevolving Commitments, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender Affected Party or such Lender’s holding controlling company could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding Affected Party or such controlling company with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Company from such Lender Affected Party of the statement referred to in the next sentence, the Borrower will Company shall pay to such Lender Affected Party such additional amount or amounts as will compensate such Lender Affected Party or such Lender’s holding controlling company on an after-tax basis for any such reduction sufferedreduction. Such Lender Affected Party shall deliver to the Borrower Company (with a copy to the 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 If any Lender shall have determined that the event that adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Government Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable lending office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) of any such Government Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender’s Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time 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 will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after- tax basis for any such reduction sufferedreduction. 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 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. For purposes of this subsection 2.7C: (a) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith are deemed to have gone into effect and adopted after the date of this Agreement; and (b) 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 to be a change in any “Requirement of Law”, regardless of the date enacted, adopted or issued.

Capital Adequacy Adjustment. In the event that any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date of any law, rule or regulation (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy or liquidity, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy or liquidity requirements(whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in Letters of Credit or Swing Line Loans held bywith reference to, such Lender, ’s Term Loans or other obligations hereunder with respect to the Letters of Credit issued by any Issuing Bank, Term Loans to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidity), then from time to time time, within five (5) Business Days after receipt by the Parent Borrower from such Lender of the statement referred to in the next sentence, the Parent Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Parent 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(b2.14(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In If any Lender shall have determined that the event that adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof after the date hereof by any Governmental Instrumentality, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable lending office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) of any such Governmental Instrumentality, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in Letters of Credit or Swing Line Loans held bywith reference to, such Lender, ’s Loans or Commitments or participations therein or other obligations hereunder with respect to the Letters of Credit issued by any Issuing Bank, Loans to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Borrowers from such Lender of the statement referred to in the next sentence, the Borrower will Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Borrowers (with a copy to the 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 that the adoption or implementation after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy or any change in any such then existing law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order or in the interpretation or application thereof, or compliance by any Lender (or an Affiliate of such Lender which term makes, carries or transfers Eurodollar Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction, does or shall include have the Issuing Bank for purposes effect of this Section 2.19(b)) determines that any Change in Law affecting increasing the amount of capital required to be maintained by such Lender or any lending office of Person directly or indirectly controlling such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of and thereby reducing the rate of return on such Lender’s 's capital or on the capital of such Lender’s holding company, if any, controlling Person as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidity)'s obligations hereunder, then Company shall from time to time time, within five (5) Business Days after receipt of a written request by the Borrower from such Lender of the statement referred (with a copy to in the next sentenceAdministrative Agent), the Borrower will pay to such Lender or such controlling Person additional amount or amounts as will sufficient to compensate such Lender or such Lender’s holding company controlling Person for any such reduction. A certificate as to the amount of such reduction suffered. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth the calculation thereof in reasonable detail the basis for calculating the additional amounts owed detail, submitted to Lender under this Section 2.19(b)Company and Administrative Agent by such Lender, which statement shall shall, absent manifest error, be final, conclusive and binding upon for all parties hereto absent manifest errorpurposes. In determining such amount, a Lender may use any reasonable averaging and attribution method. Notwithstanding the foregoing, nothing in this subsection 2.7 is intended to provide and this subsection 2.7 shall not provide to any Loan Party the right to inspect the records, files or books of any Lender.

Capital Adequacy Adjustment. In the event that If any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Government Authority charged with the interpretation or administration thereof, or compliance by any Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Government Authority, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender’s Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Company from such Lender of the statement referred to in the next sentencesubsection 2.8A, the Borrower will Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction suffered. Such Lender reduction; provided that Company shall deliver not be obligated to pay such additional amounts to the Borrower extent such additional amounts are incurred more than nine (with a copy 9) months prior to the Administrative Agent) a written giving of such statement; provided, setting forth in reasonable detail the basis for calculating the further, that, if such law, rule, regulation, order, guideline, request or other legal requirement giving rise to such additional amounts owed is retroactive, then the nine (9) month period referred to Lender under this Section 2.19(b), which statement above shall be conclusive and binding upon all parties hereto absent manifest errorextended to include the period of retroactive effect thereof.

Capital Adequacy Adjustment. In If any Lender shall have determined that the event introduction or adoption (after the date hereof) of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or that any change (after the date hereof) therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or that compliance by any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable Lending Office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) introduced or adopted (after the Closing Date) by any such governmental authority, central bank or comparable agency, in any such case has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the such Lender's Loans or Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law introduction, adoption, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time within five (5) Business Days time, promptly after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, 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 clearly demonstrable error.

Capital Adequacy Adjustment. In the event that any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date of any law, rule or regulation (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in Letters of Credit or Swing Line Loans held bywith reference to, such Lender, ’s Loans or participations therein or other obligations hereunder with respect to the Letters of Credit issued by any Issuing Bank, Loans to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days 10 days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower will 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 Lender’s holding company controlling corporation on an 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 reduction sufferedrequest; 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 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.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include the each Issuing Bank for purposes of this Section 2.19(b2.16(b)) determines shall have 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 of any Change law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in Law affecting the 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 guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy or liquidity requirements(whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any company controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender’s Loans, Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding controlling company could have achieved but for such Change in Law introduction, adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding Lender or such controlling company with respect regard to capital adequacy or liquidityadequacy), then from time to time 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 will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding controlling company on an after-tax basis for any such reduction sufferedreduction. 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. Notwithstanding any other provision herein, no Lender or Issuing Bank shall demand compensation pursuant to Section 2.16(a) or 2.16(b) if it shall not at the time be the general policy or practice of such Lender or Issuing Bank to demand such compensation from similarly situated borrowers.

Capital Adequacy Adjustment. In If any Lender shall have determined that the event that adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by the National Association of Insurance Commissioners, any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable lending office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) of the National Association of Insurance Commissioners, any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender's Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) ten Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. 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 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 (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date of any Change in Law affecting such Lender law, rule or regulation (or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the 101 interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in each case that becomes effective after the date hereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive issued or made after the date hereof regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitment or Letters of this Agreement, the Commitments of such Lender or the Loans made byCredit, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing BankCredit, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time 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 will shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. 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 If any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Government Authority charged with the interpretation or administration thereof, or compliance by any Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Government Authority, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender's Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentencesubsection 2.8A, the Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the controlling corporation on an after-tax 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 errorsuch reduction.

Capital Adequacy Adjustment. (i) In the event that any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date of any law, rule or regulation (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in Letters of Credit or Swing Line Loans held bywith reference to, such Lender, 's Revolving Loans or Revolving Commitments or participations therein or other obligations hereunder with respect to the Letters of Credit issued by any Issuing Bank, Revolving Loans to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five ten (510) Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. 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.

Capital Adequacy Adjustment. In the event that If any Lender shall have determined that the adoption, effectiveness, phase-in or applicability of any law, rule or regulation (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in any case occurring or arising after the date hereof, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreementof, or with reference to, the Commitments of such Lender Loans or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, other obligations hereunder to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower from Agent on behalf of such Lender of the statement referred to in the next sentence, the Borrower will shall pay to Agent on behalf of such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Agent on behalf of 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 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 that the adoption, effectiveness, phase-in or applicability after the Closing Date of any Legal Requirement (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreementof, the Commitments of or with reference to, such Lender or the Loans made byLender's Revolving Loans, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Revolving Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time 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 will shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. 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(b2.1.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In If any Lender shall have determined that the event introduction or adoption (after the date hereof) of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or that any change (after the date hereof) therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or that compliance by any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable Lending Office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) introduced or adopted (after the date hereof) by any such governmental authority, central bank or comparable agency, in any such case has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the such Lender's Loans or Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law introduction, adoption, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time within five (5) Business Days time, promptly after receipt by the applicable Borrower from such Lender of the statement referred to in the next sentence, the such Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation for any such reduction sufferedreduction. Such Lender shall deliver to the such Borrower (with a copy to the Administrative Agent) a written statement, 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 clearly demonstrable error.

Capital Adequacy Adjustment. In If any Lender shall have determined that the event that adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable lending office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirements, not having the force of law) of any such Governmental Authority has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender’s Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Company from such Lender of the statement referred to in the next sentence, the Borrower will 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; 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 holding company for any intention to claim compensation therefor; provided, further, that, if such change giving rise to such reduction sufferedis 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 Company (with a copy to the 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 that the adoption, effectiveness, phase in or applicability after the Closing Date of any law, rule or regulation (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, in each case, having appropriate jurisdiction or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in Letters of Credit or Swing Line Loans held bywith reference to, such Lender, 's Term Loans or other obligations hereunder with respect to the Letters of Credit issued by any Issuing Bank, Term Loan to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Company from such Lender of the statement referred to in the next sentence, the Borrower will Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after Tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Company (with a copy to the Administrative Agent) in accordance with Section 10.1 a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b2.14(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 the Issuing Bank for purposes of this Section 2.19(b)2.21) determines shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof of any Change in Law affecting such Lender law, rule or regulation (or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender's Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Company from such Lender of the statement referred to in the next sentence, the Borrower will Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Company (with a copy to the 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 determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto)that the Issuing Bank for purposes issuance, adoption, or phase in after the Closing Date of this Section 2.19(b)) determines that any Change in Law affecting such Lender law, rule or regulation (or any lending office of provision thereof), or if such Lender law, rule or such Lender’s holding company, if anyregulation or provision becomes effective or applicable after the Closing Date, regarding capital adequacy or liquidity requirements, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency issued, adopted, phased in or made effective or applicable after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in Letters of Credit or Swing Line Loans held bywith reference to, such Lender, ’s Loans or other obligations hereunder with respect to the Letters of Credit issued by any Issuing Bank, Loans to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five ten (510) Business Days days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after tax basis for any such reduction sufferedreduction. 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(b2.15(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 the Issuing Bank for purposes of this Section 2.19(b)) determines shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date of any Change in Law affecting such Lender law, rule or regulation (or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, 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 this Agreement, the Commitments of such Lender or the Loans made byCredit, or participations in Letters of Credit therein or Swing Line Loans held byother obligations hereunder with respect to the Loans, such Lender, Revolving Commitments or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Company from such Lender of the statement referred to in the next sentence, the Borrower will Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Company (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 Bank (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines shall have determined that the adoption, effectiveness, phase in or applicability after the Closing Date of any Change in Law affecting such Lender law, rule or regulation (or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Bank or any corporation controlling such Bank as a consequence of, or with reference to, such Bank’s Loans or Revolving Commitments or Letters of this Agreement, the Commitments of such Lender or the Loans made byCredit, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender Bank or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Bank or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the such Borrower from such Lender Bank of the statement referred to in the next sentence, the such Borrower will shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank or such Lender’s holding company controlling corporation on an after tax basis for any such reduction sufferedreduction. Such Lender Bank shall deliver to the 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 If any Lender shall have determined that the event adoption, effectiveness, phase-in or applicability after the date hereof of (i) any law, rule or regulation (or any provision thereof) regarding capital adequacy or (ii) any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or that compliance by any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable lending office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) of any such governmental authority, central bank or comparable agency that is adopted or becomes effective or applicable after the date hereof, in any such case has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender's Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Company from such Lender of the statement referred to in the next sentence, the Borrower will Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Company (with a copy to the 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 determination shall, absent manifest effort, be final and conclusive and binding upon all parties hereto) that (i) the Issuing Bank for purposes adoption, effectiveness, phase‑in or applicability of this Section 2.19(b)) determines that any Change in Law affecting such Lender law, rule or regulation (or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the 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 Affected Party (or its applicable lending office) or any company controlling such Affected Party with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Affected Party or any company controlling such Affected Party as a consequence of this Agreementof, the Commitments of or with reference to, such Lender Affected Party’s Loans or the Loans made byCommitments, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender Affected Party or such Lender’s holding controlling company could have achieved but for such Change in Law adoption, effectiveness, phase‑in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding Affected Party or such controlling company with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Company from such Lender Affected Party of the statement referred to in the next sentence, the Borrower will Company shall pay 42 to such Lender Affected Party such additional amount or amounts as will compensate such Lender Affected Party or such Lender’s holding controlling company on an after‑tax basis for any such reduction sufferedreduction. Such Lender Affected Party shall deliver to the Borrower Company (with a copy to the 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(b2.14(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 2.14 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)) determines shall have determined that the adoption, effectiveness, phase-in or applicability after the Original Closing Date of any Change in Law affecting such Lender law, rule or regulation (or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitment or Letters of this Agreement, the Commitments of such Lender or the Loans made byCredit, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing BankCredit, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time 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 will shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such Lender’s holding company controlling corporation for any such reduction sufferedreduction. 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 the Issuing Bank for purposes of this Section 2.19(b2.17(b)) determines shall have determined that the adoption, effectiveness, phase-in or initial applicability after the Closing Date of any Change in Law affecting such Lender law, rule or regulation (or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, 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 this Agreement, the Commitments of such Lender or the Loans made byCredit, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Company from such Lender of the statement referred to in the next sentence, the Borrower will Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Company (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), 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 that the adoption, effectiveness, phase in or applicability after the Closing Date of any law, rule or regulation (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or any provision thereof) determines that regarding capital adequacy or any Change in Law affecting such Law, or compliance by any Lender (or its applicable lending office) with any lending office of such Lender guideline, request or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in Letters of Credit or Swing Line Loans held bywith reference to, such Lender, ’s Loans or participations therein or other obligations hereunder with respect to the Letters of Credit issued by any Issuing Bank, Loans to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Administrative Borrower from such Lender of the statement referred to in the next sentence, the Borrower will Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Administrative 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(b2.14(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 shall have determined in good faith that the adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or, after the date hereof, any change therein or liquidity requirementsin the interpretation or administration thereof by any Government Authority charged with the interpretation or administration thereof, or compliance by any Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Government Authority issued, adopted or changed after the date hereof, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender’s Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentencesubsection 2.8A, the Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction suffered. Such Lender reduction; provided that Borrower shall deliver not be obligated to pay such additional amounts to the Borrower extent such additional amounts are incurred more than six (with a copy 6) months prior to the Administrative Agent) a written giving of such 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 If any Lender shall have determined that the event that adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by the National Association of Insurance Commissioners, any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable lending office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) of the National Association of Insurance Commissioners, any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender's Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) ten Business Days after receipt by the Borrower from such Lender of the statement referred to in the next -70- sentence, the Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. 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 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 If any Bank shall have determined in --------------------------- good faith that the event that adoption, effectiveness, phase-in or applicability of any Lender law, rule or regulation (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its applicable lending office) with any guideline, request or directive regarding capital adequacy of any such governmental authority, central bank or comparable agency in all cases of general applicability to the banking industry, and which has the force of law and first becomes effective after the Closing Date, has or would will have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Bank or any corporation controlling such Bank as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in Letters of Credit or Swing Line Loans held bywith reference to, such Lender, Bank's Revolving Credit Loans or the Letters of Credit issued by any Issuing Bank, other obligations hereunder to a level below that which such Lender Bank or such Lender’s holding company could controlling corporation would have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Bank or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five ten (510) Business Days after receipt demand by the Borrower from such Lender of the statement referred to in the next sentenceBank, the Borrower will shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank or such Lender’s holding company controlling corporation on an after-tax basis for such reduction as and when incurred. Each Bank, upon determining in good faith that any additional amounts will be payable pursuant to this Section 13.3, will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such reduction suffered. Such Lender notice shall deliver not release or diminish any of the Borrower's obligations to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the 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 error13.3.

Capital Adequacy Adjustment. In the event that If any Lender shall have determined in good faith that the adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or, after the date hereof, any change therein or liquidity requirementsin the interpretation or administration thereof by any Government Authority charged with the interpretation or administration thereof, or compliance by any Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Government Authority issued, adopted or changed after the date hereof, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender's Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentencesubsection 2.8A, the Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction suffered. Such Lender reduction; provided that Borrower shall deliver not be obligated to pay such additional amounts to the Borrower extent such additional amounts are incurred more than six (with a copy 6) months prior to the Administrative Agent) a written giving of such 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 --------------------------- shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreementof, the Commitments of or with reference to, such Lender Lender's Loans or the Loans made byTranche B Term Loan Commitments, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time 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 will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. 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(b2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In If any Lender shall have determined that the event that adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation, (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation, application or administration thereof by the National Association of Insurance Commissioners, any Governmental Authority charged with the interpretation, application or administration thereof, or compliance by any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable lending office) determines that with any Change in Law affecting such Lender guideline, request, requirement, policy or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) of the National Association of Insurance Commissioners, any such Governmental Authority, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender"s Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) ten Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. 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 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 Affected Party shall have determined in its sole discretion (which term shall include determination shall, absent manifest effort, be final and conclusive and binding upon all parties hereto) that (i) the Issuing Bank for purposes adoption, effectiveness, phase‑in or applicability of this Section 2.19(b)) determines that any Change in Law affecting such Lender law, rule or regulation (or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the 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 Affected Party (or its applicable lending office) or any company controlling such Affected Party with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Affected Party or any company controlling such Affected 44 Party as a consequence of this Agreementof, the Commitments of or with reference to, such Lender Affected Party’s Loans or the Loans made byRevolving Commitments, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender Affected Party or such Lender’s holding controlling company could have achieved but for such Change in Law adoption, effectiveness, phase‑in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding Affected Party or such controlling company with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Company from such Lender Affected Party of the statement referred to in the next sentence, the Borrower will Company shall pay to such Lender Affected Party such additional amount or amounts as will compensate such Lender Affected Party or such Lender’s holding controlling company on an after‑tax basis for any such reduction sufferedreduction. Such Lender Affected Party shall deliver to the Borrower Company (with a copy to the 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 If any Lender shall have determined that the event that adoption, effectiveness, phase-in or applicability of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable lending office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in Letters of Credit or Swing Line Loans held bywith reference to, such Lender, 's Loans or the Letters of Credit issued by any Issuing Bank, Commitment or other obligations hereunder to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Company from such Lender of the statement referred to in the next sentence, the Borrower will Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Company (with a copy to the Administrative Agenteach other Lender) 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 Banks for purposes of this Section 2.19(b)) determines shall have 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 of any Change law, rule or regulation (or any provision thereof) regarding capital adequacy or liquidity, or any change therein or in Law affecting the 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 guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy or liquidity requirements(whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the date hereof, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments, or Letters of this Agreement, the Commitments of such Lender or the Loans made byCredit, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding controlling company could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding Lender or such controlling company with respect regard to capital adequacy or liquidityadequacy), then from time to time 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 will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding controlling company on an after-Tax basis for any such reduction sufferedreduction. 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.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date of any Change in Law affecting such Lender law, rule or regulation (or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans, Revolving Commitments, LC Deposits or Letters of this Agreement, the Commitments of such Lender or the Loans made byCredit, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Borrowers from such Lender of the statement referred to in the next sentence, the Borrower will Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Borrowers (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 shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date of any law, rule or regulation (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in Letters of Credit or Swing Line Loans held bywith reference to, such Lender, ’s Loans or New Money Term Loan Commitment or other obligations hereunder with respect to the Letters of Credit issued by any Issuing Bank, Loans to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Borrowers from such Lender of the statement referred to in the next sentence, the Borrower will Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Borrowers (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 anything to the contrary set forth above, the Borrowers shall not be obligated in any event to compensate any Lender for any such amount incurred by such Lender more than 120 days prior to the date that such Lender notifies the Borrowers of such change giving rise to such amount.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b2.20(b)) determines 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 of any Change in Law affecting such Lender law, rule or regulation (or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the 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 guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the date hereof, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender by a material amount as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of this Agreement, the Commitments of such Lender or the Loans made byCredit, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five thirty (530) Business Days days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding controlling company on an after tax basis for any such reduction sufferedreduction. 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 Dodx-Xxaxx Xxxx Xxreet 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. 86

Capital Adequacy Adjustment. In If any Lender shall have determined that the event that adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable lending office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender’s Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time 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 will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. 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 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 If any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)SECTION 2.21) determines shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof of any Change in Law affecting such Lender law, rule or regulation (or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender's Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Company from such Lender of the statement referred to in the next sentence, the Borrower will Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Company (with a copy to the 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 determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) the Issuing Bank for purposes adoption, effectiveness, phase-in or applicability of this Section 2.19(b)any law, rule or regulation (or any provision thereof) determines that regarding capital adequacy or liquidity, or any Change change therein or in Law affecting the 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 guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy or liquidity requirements(whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any company controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in Letters of Credit or Swing Line Loans held bywith reference to, such Lender, ’s Loans or Revolving Commitments or other obligations hereunder with respect to the Letters of Credit issued by any Issuing Bank, Loans to a level below that which such Lender or such Lender’s holding controlling company could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding Lender or such controlling company with respect regard to capital adequacy or liquidity), then from time to time time, within five (5) Business Days after receipt by the Borrower Company Representative from such Lender of the statement referred to in the next sentence, the Borrower will Companies shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding controlling company on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Company 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(b2.18(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 any Lender shall have determined that the adoption, effectiveness, phase in or applicability after the Closing Date of any law, rule or regulation (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency issued, becoming effective, phased-in or made after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreementof, the Commitments of or with reference to, such Lender or the Loans made byLender’s Loans, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Borrowers from such Lender of the statement referred to in the next sentence, the Borrower will Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Borrowers (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.

Capital Adequacy Adjustment. In If any Lender shall have determined that the event that adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable lending office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender's Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Company from such Lender of the statement referred to in the next sentence, the Borrower will Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an 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 reduction sufferedLender gave notice to Company of the circumstances entitling such Lender to compensation. Such Lender shall deliver to the Borrower Company (with a copy to the 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 If any Lender shall have determined that the event that adoption after the date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change after the date hereof therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable lending office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot 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 such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender’s Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) ten Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. 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 of the calculation of such additional amounts owed to Lender under this Section 2.19(b)amounts, which statement sta tement shall be conclusive and binding upon all parties hereto presumptively correct absent manifest error.

Capital Adequacy Adjustment. In If any Lender shall have reasonably and in good faith determined that the event that adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable lending office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender's Loans or Commitment or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the any Borrower from such Lender of the statement referred to in the next sentence, the such Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Borrowers (with a copy to the 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)) determines shall have determined that the adoption, effectiveness, phase-in or applicability after the Restatement Date of any Change in Law affecting such Lender law, rule or regulation (or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in each case that becomes effective after the date hereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive issued or made after the date hereof regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of, or | || 106 with reference to, such Lender’s Loans or Revolving Commitment or Letters of this Agreement, the Commitments of such Lender or the Loans made byCredit, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing BankCredit, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time 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 will shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. 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 determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) the Issuing Bank for purposes adoption, effectiveness, phase-in or applicability of this Section 2.19(b)any law, rule or regulation (or any provision thereof) determines that regarding capital adequacy, or any Change change therein or in Law affecting the 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 guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy or liquidity requirements(whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, 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 such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any company controlling such Lender as a consequence of this Agreementof, the Commitments of or with reference to, such Lender or the Loans made byLxxxxx’s Loans, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding controlling company could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding Lender or such controlling company with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) ten Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding controlling company on an after-tax basis for any such reduction sufferedreduction. 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 Dxxx-Fxxxx 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 the Issuing Bank for purposes of this Section 2.19(b)) determines shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date of any Change in Law affecting such Lender law, rule or regulation (or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in each case that 102 becomes effective after the date hereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive issued or made after the date hereof regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitment or Letters of this Agreement, the Commitments of such Lender or the Loans made byCredit, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing BankCredit, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time 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 will shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. 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 that the adoption, effectiveness, phase-in or applicability after the Original Closing Date of any law, rule or regulation (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy or liquidity, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy or liquidity requirements(whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in Letters of Credit or Swing Line Loans held bywith reference to, such Lender, ’s Term Loans or other obligations hereunder with respect to the Letters of Credit issued by any Issuing Bank, Term Loans to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidity), then from time to time time, within five (5) Business Days after receipt by the Parent Borrower from such Lender of the statement referred to in the next sentence, the Parent Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Parent 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(b2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In If any Lender shall have determined that the event introduction or adoption (after the Closing Date) of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or that any change (after the Closing Date) therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or that compliance by any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its Lending Office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) introduced or adopted (after the Closing Date) by any such governmental authority, central bank or comparable agency, in any such case has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the such Lender's Loans or Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law introduction, adoption, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time within five (5) Business Days time, promptly after receipt by the Borrower Company from such Lender of the statement referred to in the next sentence, the Borrower will Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Company (with a copy to the Administrative Agent) a written statement, 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 clearly demonstrable error.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include the Issuing Bank each L/C Issuer for purposes of this Section 2.19(b2.20(b)) determines shall have 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 of any Change law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in Law affecting the 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 guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy or liquidity requirements(whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the date hereof, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any company controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding controlling company could have achieved but for such Change in Law introduction, adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding Lender or such controlling company with respect regard to capital adequacy or liquidityadequacy), then from time to time 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 will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding controlling company on an after tax basis for any such reduction sufferedreduction. 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, for all purposes of the Credit Documents, subsections (a) and (b) of this Section 2.20 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued or promulgated 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, the United States regulatory authorities, the Canadian 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 any Lender shall have determined that the adoption or implementation after the date hereof of any law, treaty, governmental (which term shall include or quasigovernmental) rule, regulation, guideline or order regarding capital adequacy, including, without limitation, the Issuing Bank for purposes of this Section 2.19(bregulations set forth at 12 C.F.R. Part 208 (Appendix A) and 12 C.F.R. Part 225 (Appendix A)) determines that any Change in Law affecting such Lender , or any lending office of such change therein or in the interpretation or application thereof, or compliance by any Lender with any request or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction, has does or would shall have the effect of increasing the amount of capital required to be maintained by such Lender and thereby reducing the rate of return on such Lender’s 's capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidity)its obligations hereunder, then Borrower shall from time to time time, within five (5) Business Days after receipt by the Borrower days of written notice and demand from such Lender of the statement referred to in the next sentence, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) including a written statement, certificate setting forth in reasonable detail the basis manner of calculation of the reduction in the rate of return on such Lender's capital and claiming compensation pursuant to this subsection 2.8, pay to Administrative Agent, for calculating the account of such Lender, additional amounts owed sufficient to compensate such Lender under this Section 2.19(b)for such reduction. A certificate as to the amount of such compensation, which statement shall submitted to Borrower and Administrative Agent by such Lender, shall, absent manifest error, be final, conclusive and binding upon for all parties hereto absent manifest errorpurposes. In determining such amount, a Lender may use any reasonable averaging and attribution method. Notwithstanding the foregoing, nothing in this subsection 2.8 is intended to provide and this subsection 2.8 shall not provide to any Loan Party the right to inspect the records, files or books of any Lender.

Capital Adequacy Adjustment. In the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b2.18(b)) determines shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date of any Change in Law affecting such Lender law, rule or regulation (or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreementof, the Commitments of or with reference to, such Lender Lender’s Loans or the Loans made byRevolving Commitments, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Company from such Lender of the statement referred to in the next sentence, the Borrower will Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Company (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(b2.18(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 shall have determined that the adoption, effectiveness, phase in or applicability after the Closing Date of any law, rule or regulation (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy or liquidity requirementsliquidity, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any Person controlling such Lender as a consequence of this Agreementof, the Commitments of or with reference to, such Lender Lender’s Loans or the Loans made byCommitments, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling Person could have achieved but for such Change in Law adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling Person with respect regard to capital adequacy or liquidityadequacy), then from time to time 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 will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling Person on an after tax basis for any such reduction sufferedreduction. 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 If any Lender shall have determined that the event that adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable lending office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender's Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Company from such Lender of the statement referred to in the next sentence, the Borrower will Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an 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 sufferedand 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 the Borrower Company (with a copy to the 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 If any Lender shall have determined that the adoption, effectiveness, phase-in or applicability, in each case after the date hereof, of any law, rule or regulation (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change after the date hereof therein or in the interpretation or administration thereof by any Government Authority charged with the interpretation or administration thereof, or compliance by any Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Government Authority, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender's Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Company from such Lender of the statement referred to in the next sentencesubsection 2.8A, the Borrower will Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for such reduction; provided that Company shall not be required to compensate a Lender pursuant to this subsection for any such increased cost or reduction suffered. Such Lender shall deliver in respect of a period occurring more than 180 days prior to the Borrower (with a copy date that such Lender notifies Company of such Lender's intention to claim compensation therefor unless the Administrative Agent) a written statementcircumstances giving rise to such increased cost or reduction become applicable retroactively, setting forth in reasonable detail which case no such time limit shall apply so long as such Lender requests compensation within 180 days 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 If any Revolving Lender or Term A Lender shall have determined that the event that adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable lending office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Revolving Lender or Term A Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in Letters of Credit or Swing Line Loans held bywith reference to, such Lender, 's Loan or other obligations hereunder with respect to the Letters of Credit issued by any Issuing Bank, Loan to a level below that which such Revolving Lender or Term A Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower from such Revolving Lender or Term A Lender of the statement referred to in the next sentence, the Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Revolving Lender or Term A 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 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 DIP Lender shall have determined in good faith that the issuance, adoption, or phase in after the Closing Date of any law, rule or regulation (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of provision thereof), or if such Lender law, rule or such Lender’s holding company, if anyregulation or provision becomes effective or applicable after the Closing Date, regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any DIP Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency issued, adopted, phased in or made effective or applicable after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, DIP Lender or any corporation controlling such DIP Lender as a consequence of this Agreementof, the Commitments of or with reference to, such Lender DIP Lender’s Loans or other obligations hereunder with respect to the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such DIP Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company DIP Lender or such controlling corporation with respect regard to capital adequacy or liquidity)adequacy) by an amount deemed by such DIP Lender to be material, then from time to time time, within five ten (510) Business Days days after receipt by the Borrower from such DIP Lender of the statement referred to in the next sentence, the Borrower will shall pay to such DIP Lender such additional amount or amounts as will compensate such DIP Lender or such Lender’s holding company controlling corporation on an after tax basis for any such reduction sufferedreduction. Such DIP Lender shall deliver to the Borrower (with a copy to the Administrative DIP Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to DIP 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 If any Lender shall have determined that the event that adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Government Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable lending office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) of any such Government Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender’s Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time 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 will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. 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 of the 72 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 that the adoption, effectiveness, phase-in or applicability after the Closing Date of any law, rule or regulation (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreementof, the Commitments of or with reference to, such Lender or the Loans made byLender's Loans, or participations in Letters of Credit or Swing Line Loans held by, such Lender, therein or the Letters of Credit issued by any Issuing Bank, such Lender or other obligations hereunder with respect to the Loans or Letters of Credit to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, 37 change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Company from such Lender of the statement referred to in the next sentence, the Borrower will Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Company (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(b2.14(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 that the adoption, effectiveness, phase-in or applicability after the Closing Date of any law, rule or regulation (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreementof, the Commitments of or with reference to, such Lender or the Loans made byLender’s Loans, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time 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 will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. 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; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender notifies the Borrower and the Agent of any Change in Law which gives rise to such increased costs and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law 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.

Capital Adequacy Adjustment. In the event that If any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any Government Entity charged with the interpretation or administration thereof, or compliance by any Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Government Entity, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender's Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Company from such Lender of the statement referred to in the next sentencesubsection 2.8A, the Borrower will Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for such reduction, increased to the extent necessary to take into account any taxes (including for these purposes any income, recordation, mortgage, stamp or documentary taxes) such reduction suffered. 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 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 assess such costs against all parties hereto absent manifest errorborrowers similarly situated.

Capital Adequacy Adjustment. In If any Lender shall have reasonably determined that the event that adoption, effectiveness, phase-in or applicability (after the date of this Agreement) of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, including any central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (which term shall include or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the Issuing Bank for purposes force of law (after the date of this Section 2.19(bAgreement)) determines that of any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirementsGovernmental Authority, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in Letters of Credit or Swing Line Loans held bywith reference to, such Lender, 's interest in the Loans or other obligations hereunder with respect to the Letters of Credit issued by any Issuing Bank, Loans to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time 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 will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. 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 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. Nothing in this Section 2.10.10 shall require Borrower to make any payments in respect of Taxes; the Borrower's obligations to indemnify for Lender Taxes shall be limited to its obligations under Section 2.10.9.

Capital Adequacy Adjustment. In If any Lender shall have determined that the event that adoption, effectiveness, phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable lending office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender's Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender reasonably determines such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) fifteen Business Days after receipt by the Borrower Company from such Lender of the statement referred to in the next sentence, the Borrower will Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Company (with a copy to the 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 If any Lender shall have determined that the event introduction or adoption (after the Closing Date) of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or that any change (after the Closing Date) therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or that compliance by any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable Lending Office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) introduced or adopted (after the Closing Date) by any such governmental authority, central bank or comparable agency, in any such case has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the such Lender's Loans or Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law introduction, adoption, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time within five (5) Business Days time, promptly after receipt by the applicable Borrower from such Lender of the statement referred to in the next sentence, the such Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation for any such reduction sufferedreduction. Such Lender shall deliver to the such Borrower (with a copy to the Administrative Agent) a written statement, 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 clearly demonstrable error.

Capital Adequacy Adjustment. In If any Lender shall have reasonably determined that the event that adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable lending office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender's Loans, Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by Credit, in the case of any Issuing Bank, Lender to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Company from such Lender of the statement officer's certificate referred to in the next sentence, the Borrower will Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Company (with a copy to the Administrative Agent) a written statementan officer's certificate, 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 If Lender shall have determined that the event that adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable lending office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling Lender as a consequence of this Agreementof, the Commitments of such Lender or with reference to, Lender's Loans or the Commitment or other obligations hereunder with respect to the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of Lender or such Lender’s holding company controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Company from such Lender of the statement referred to in the next sentence, the Borrower will Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) Company 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 that the adoption, effectiveness, phase-in or applicability after the Closing Date of any law, rule or regulation (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy or liquidity, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy or liquidity requirements(whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in Letters of Credit or Swing Line Loans held bywith reference to, such Lender, ’s Term Loans or other obligations hereunder with respect to the Letters of Credit issued by any Issuing Bank, Term Loans to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidity), then from time to time time, within five (5) Business Days after receipt by the Parent Borrower from such Lender of the statement referred to in the next sentence, the Parent Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Parent 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.

Capital Adequacy Adjustment. In If any Lender shall have determined that the event that adoption after the date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change after the date hereof therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable lending office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot 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 such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in with reference to, such Lender's Loans or Commitments or Letters of Credit or Swing Line participations therein or other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) ten Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower will shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. 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 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.

Capital Adequacy Adjustment. In the event that any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the Effective Date of any law, rule or regulation (which term shall include or any provision thereof) regarding capital adequacy, or any change therein after the Issuing Bank for purposes of this Section 2.19(b)) determines that Effective Date or in the interpretation or administration thereof by any Change in Law affecting Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its applicable lending office) with any lending office of such Lender guideline, request or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) of any such Governmental Authority, central bank or comparable agency issued after the Effective Date, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreementof, the Commitments of or with reference to, such Lender Lender’s Revolving Loans or the Loans made byRevolving Commitments, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Revolving Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), 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 sentencetime, the Borrower will Credit Parties shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Credit Parties (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating for, and calculation in reasonable detail of, the additional amounts owed to the Lender under this Section 2.19(b)2.8C, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In If any Lender shall have determined that the event that adoption, effectiveness, phase-in or applicability after the Closing Date (in the case of an Existing Lender) or the Restatement Effective Date (in the case of each New Lender) of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)or its applicable lending office) determines that with any Change in Law affecting such Lender guideline, request or any lending office of such Lender or such Lender’s holding company, if any, directive regarding capital adequacy (whether or liquidity requirementsnot having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, Lender or any corporation controlling such Lender as a consequence of this Agreement, the Commitments of such Lender or the Loans made byof, or participations in Letters of Credit or Swing Line Loans held bywith reference to, such Lender, 's AXELS or AXEL Commitments or other obligations hereunder with respect to the Letters of Credit issued by any Issuing Bank, AXELs to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidity)adequacy) by an amount considered by the Lender to be material, then from time to time time, within five (5) Business Days after receipt by the Borrower Company from such Lender of the statement referred to in the next sentence, the Borrower will Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Company (with a copy to the 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)) determines shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date of any Change in Law affecting such Lender law, rule or regulation (or any lending office of such Lender or such Lender’s holding company, if any, provision thereof) regarding capital adequacy, or liquidity requirementsany change therein or in the interpretation or administration thereof by any CREDIT AND GUARANTY AGREEMENT 434546.21-New York Server 3A - MSW 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 guideline, request or directive issued or made after the date hereof regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, 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 this Agreement, the Commitments of such Lender or the Loans made byCredit, or participations in Letters of Credit therein or Swing Line other obligations hereunder with respect to the Loans held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or such Lender’s holding company controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company Lender or such controlling corporation with respect regard to capital adequacy or liquidityadequacy), then from time to time time, within five (5) Business Days after receipt by the Borrower Company from such Lender of the statement referred to in the next sentence, the Borrower will Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company controlling corporation on an after-tax basis for any such reduction sufferedreduction. Such Lender shall deliver to the Borrower Company (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.