Common use of Capital Adequacy Adjustment Clause in Contracts

Capital Adequacy Adjustment. If any Lender shall have determined that the 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 (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 the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers from such Lender of the statement referred to in the next sentence, Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If In the event that any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof 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 after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Company from such Lender of the statement referred to in the next sentence, Borrowers Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts owed to Lender under this Section 2.20(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If any Lender shall have determined In the event that the 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)) determines that any Change in Law affecting such Lender or its applicable any lending office) with any guidelineoffice of such Lender or such Lender’s holding company, request or directive if any, regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank or comparable agencyliquidity 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 or any corporation controlling such Lender Lender’s holding company, if any, as a consequence ofof this Agreement, the Commitments of such Lender or the Loans made by, or with reference to, such Lender's Loans or Commitments or participations in Letters of Credit or participations therein or other obligations hereunder with respect to the 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 controlling corporation Lender’s holding company could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance Change in Law (taking into consideration such Lender’s policies and the policies of such Lender or such controlling corporation Lender’s holding company with regard respect to capital adequacyadequacy or liquidity), then from time to time, time within five (5) Business Days after receipt by Borrowers the Borrower from such Lender of the statement referred to in the next sentence, Borrowers shall the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis Lender’s holding company for any such reductionreduction suffered. Such Lender shall deliver to Borrowers the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts 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. If In the event that any Lender Bank (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase-phase in or applicability after the date hereof 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 after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender 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 authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender Bank or any corporation controlling such Lender Bank as a consequence of, or with reference to, such Lender's Bank’s Loans or Revolving Commitments or Letters of Credit Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender Bank or such controlling corporation could have achieved but for such adoption, effectiveness, phase-phase in, applicability, change or compliance (taking into consideration the policies of such Lender Bank or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers such Borrower from such Lender Bank of the statement referred to in the next sentence, Borrowers such Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank or such controlling corporation on an after-after tax basis for such reduction. Such Lender Bank shall deliver to Borrowers such Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts owed to Bank under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If any Lender shall have determined that the 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 (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 the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by the Borrowers from such Lender of the statement referred to in the next sentence, the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to the Borrowers (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If In the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof Restatement 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 after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof in each case that becomes effective after the date hereof, or compliance by any Lender (or its applicable lending office) with any 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 authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Commitments Revolving Commitment or Letters of Credit Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit Credit, to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Borrowers the Borrower Representative from such Lender of the statement referred to in the next sentence, Borrowers the applicable Borrower shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of additional amounts owed to such additional amountsLender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If any Lender shall have determined that the adoption, effectiveness, phase-in introduction or applicability adoption (after the date hereof 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 after the date hereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or that compliance by any Lender (or its applicable lending officeLending Office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of 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 the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, of such Lender's Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such introduction, adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days promptly after receipt by Borrowers Borrower from such Lender of the statement referred to in the next sentence, Borrowers Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Borrower (with a copy to Administrative Agent) a written statement, statement setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest clearly demonstrable error.

Capital Adequacy Adjustment. If In the event that any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacyadequacy or liquidity, or any change therein or in the interpretation or administration thereof after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Term Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Term Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacyadequacy or liquidity), then from time to time, within five (5) Business Days after receipt by Borrowers Parent Borrower from such Lender of the statement referred to in the next sentence, Borrowers Parent Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Parent Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts owed to Lender under this Section 2.14(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If any Lender shall have determined that the 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 authorityGovernmental Instrumentality, 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 authorityGovernmental Instrumentality, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by the Borrowers from such Lender of the statement referred to in the next sentence, the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to the Borrowers (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If any Lender shall have determined determined, acting reasonably, that the 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 Government Authority 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 agencyGovernment Authority, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five ten Business Days after receipt by Borrowers Company from such Lender of the statement referred to in the next sentencesubsection 2.8A, Borrowers Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such ; provided that Company shall not be required to compensate a Lender shall deliver pursuant to Borrowers (with this subsection for any reduction in respect of a copy period occurring more than six months prior to Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation date that such Lender notifies Company of such additional amountsLender’s intention to claim compensation therefor unless the circumstances giving rise to such reduction become applicable retroactively, in which statement case no such time limitation shall be conclusive and binding upon all parties hereto absent manifest errorapply so long as such Lender requests compensation within six months from the date such circumstances become applicable.

Capital Adequacy Adjustment. If any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof 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 after the date hereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any 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 the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender reasonably determines such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to timethen, within five fifteen Business Days after receipt by Borrowers Company from such Lender of the statement referred to in the next sentence, Borrowers Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Company (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If In the event that any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof Closing Date of any law, rule or regulation Legal Requirement (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 (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 authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit First Priority Term Loans, or participations therein or other obligations hereunder with respect to the First Priority Term Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers the Borrower from such Lender of the statement referred to in the next sentence, Borrowers the Borrower shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of additional amounts owed to such additional amountsLender under this Section 2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If any Lender shall have determined that the adoption, effectiveness, phase-in introduction or applicability adoption (after the date hereof 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 after the date hereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or that compliance by any Lender (or its applicable lending officeLending Office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of 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 the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, of such Lender's Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such introduction, adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days promptly after receipt by Borrowers the applicable Borrower from such Lender of the statement referred to in the next sentence, Borrowers such Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers such Borrower (with a copy to Administrative Agent) a written statement, statement setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest clearly demonstrable error.

Capital Adequacy Adjustment. If any Lender shall have determined that the 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 Government Authority 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 agencyGovernment Authority, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Company from such Lender of the statement referred to in the next sentencesubsection 2.8A, Borrowers Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender ; provided that Company shall deliver not be obligated to Borrowers pay such additional amounts to the extent such additional amounts are incurred more than nine (with a copy 9) months prior to Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation giving of such statement; provided, further, that, if such law, rule, regulation, order, guideline, request or other legal requirement giving rise to such additional amountsamounts is retroactive, which statement then the nine (9) month period referred to above shall be conclusive and binding upon all parties hereto absent manifest errorextended to include the period of retroactive effect thereof.

Capital Adequacy Adjustment. If In the event that any Lender Affected Party shall have determined in its sole discretion (which determination shall, absent manifest effort, be final and conclusive and binding upon all parties hereto) that (i) the 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 authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender Affected Party (or its applicable lending office) or any company controlling such Affected Party with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, in each case after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender Affected Party or any corporation company controlling such Lender Affected Party as a consequence of, or with reference to, such Lender's Affected Party’s Loans or Commitments or Letters of Credit Revolving Commitments, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender Affected Party or such controlling corporation company could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender Affected Party or such controlling corporation company with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Borrowers Company from such Lender Affected Party of the statement referred to in the next sentence, Borrowers Company shall pay to such Lender Affected Party such additional amount or amounts as will compensate such Lender Affected Party or such controlling corporation company on an after-tax basis for such reduction. Such Lender Affected Party shall deliver to Borrowers Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of additional amounts owed to such additional amountsAffected Party under this Section 2.15(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. If any Lender shall have determined that the 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 authorityGovernment 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 authorityGovernment Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Borrower from such Lender of the statement referred to in the next sentence, Borrowers Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-after- tax basis for such reduction. Such Lender shall deliver to Borrowers Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional 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. If In the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof 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 after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Commitments Revolving Commitment or Letters of Credit Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit Credit, to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Borrowers the Borrower from such Lender of the statement referred to in the next sentence, Borrowers the Borrower shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts 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. If 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 (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 authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit Commitments, or participations therein or other obligations hereunder or under any of the other Credit Documents with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Company, from such Lender of the statement referred to in the next sentence, Borrowers Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If In the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the 101 interpretation or administration thereof after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof in each case that becomes effective after the date hereof, or compliance by any Lender (or its applicable lending office) with any 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 authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Commitments Revolving Commitment or Letters of Credit Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit Credit, to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Borrowers the Borrower Representative from such Lender of the statement referred to in the next sentence, Borrowers the applicable Borrower shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of additional amounts owed to such additional amountsLender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If In the event that any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof Closing Date of any law, rule or regulation Legal Requirement (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 (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 authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit Revolving Loans, or participations therein or other obligations hereunder with respect to the Revolving Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers the Borrower from such Lender of the statement referred to in the next sentence, Borrowers the Borrower shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of additional amounts owed to such additional amountsLender under this Section 2.1.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If In the event that any Lender shall have determined that (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto)that the issuance, adoption, effectiveness, phase-or phase in or applicability after the date hereof Closing Date of any law, rule or regulation (or any provision thereof) ), or if such law, rule or regulation or provision becomes effective or applicable after the Closing Date, regarding capital adequacyadequacy or liquidity requirements, or any change therein or in the interpretation or administration thereof after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agencyagency 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 the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days ten (10) days after receipt by Borrowers Borrower from such Lender of the statement referred to in the next sentence, Borrowers Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-after tax basis for such reduction. Such Lender shall deliver to Borrowers Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts owed to Lender under this Section 2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If In the event that any Lender (which term shall include each Issuing Bank for purposes of this Section 2.16(b)) 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-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 authorityGovernmental 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 directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, in each case after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation company controlling such Lender as a consequence of, or with reference to, such Lender's Loans or ’s Loans, Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation company could have achieved but for such introduction, adoption, effectiveness, phase-phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation company with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Borrowers Borrower from such Lender of the statement referred to in the next sentence, Borrowers Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation company on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts owed to Lender under this Section 2.16(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. If any Lender shall have determined that the adoption, effectiveness, phase-in introduction or applicability adoption (after the date hereof 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 after the date hereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or that compliance by any Lender (or its applicable lending officeLending Office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of 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 the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, of such Lender's Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such introduction, adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days promptly after receipt by Borrowers Company from such Lender of the statement referred to in the next sentence, Borrowers Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Company (with a copy to Administrative Agent) a written statement, statement setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest clearly demonstrable error.

Capital Adequacy Adjustment. If In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof 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 after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Revolving Commitments or Letters of Credit Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Borrower from such Lender of the statement referred to in the next sentence, Borrowers Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts 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. If any Lender shall have determined that the 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 (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 the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Borrower from such Lender of the statement referred to in the next sentence, Borrowers Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof 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 after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Revolving Commitments or Letters of Credit Credit, or participations therein or other obligations hereunder with respect to the Loans Loans, Revolving Commitments or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Company from such Lender of the statement referred to in the next sentence, Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts 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. If In the event that any Lender shall have determined that the adoption, effectiveness, phase-any Change in or applicability after the date hereof of any law, rule or regulation (or any provision thereof) Law regarding capital adequacy, or any change therein or in the interpretation or administration thereof after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit ’s, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit Term Loan to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Company from such Lender of the statement referred to in the next sentence, Borrowers Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-after tax basis for such reduction. Such Lender shall deliver to Borrowers Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts owed to Lender under this Section 2.17(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If any Lender shall have determined that the 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 (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 the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy)) and in an amount deemed by such Lender (in its sole discretion) to be material, then from time to time, within five Business Days after receipt by Borrowers Company from such Lender of the statement referred to in the next sentence, Borrowers Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If In the event that any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof 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 after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days 10 days after receipt by Borrowers Borrower from such Lender of the statement referred to in the next sentence, Borrowers Borrower shall pay to such Lender such additional amount or amounts (including Taxes on payments made pursuant to this Section 2.19(b)) as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction; provided that, Borrower shall not be under any obligation to compensate any Lender with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request; provided further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any change in law within such 180-day period. Such Lender shall deliver to Borrowers Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts 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. If In the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof 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 after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Commitments Revolving Commitment or Letters of Credit Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit Credit, to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Borrowers the Borrower Representative from such Lender of the statement referred to in the next sentence, Borrowers the applicable Borrower shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts 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. If In the event that any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacyadequacy or liquidity, or any change therein or in the interpretation or administration thereof after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Term Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Term Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacyadequacy or liquidity), then from time to time, within five (5) Business Days after receipt by Borrowers Borrower from such Lender of the statement referred to in the next sentence, Borrowers Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts owed to Lender under this Section 2.14(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If In the event that any Lender shall have determined that the adoption, effectiveness, phase-in adoption or applicability implementation after the date hereof of any law, rule or regulation treaty, governmental (or any provision thereofquasi-governmental) rule, regulation, guideline or order regarding capital adequacy, adequacy or any change therein in any such then existing law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order 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 application thereof, or compliance by any Lender (or its applicable lending officean Affiliate of such Lender which makes, carries or transfers Eurodollar Rate Loans) with any guideline, request or directive regarding capital adequacy (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) of from any such governmental authority, central bank or comparable agencygovernmental 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 or any Person directly or indirectly controlling such Lender and thereby reducing the rate of return on such Lender's capital or the capital of such Lender or any corporation controlling such Lender Person as a consequence of, or with reference to, of such Lender's Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy)hereunder, then Company shall from time to time, within five (5) Business Days after receipt of a written request by Borrowers from such Lender of the statement referred to in the next sentence, Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers (with a copy to Administrative Agent) a written statement), pay to such Lender or such controlling Person additional amounts sufficient to compensate such Lender or such controlling Person for such reduction. A certificate as to the amount of such reduction setting forth the calculation thereof in reasonable detail the basis of the calculation of detail, submitted to Company and Administrative Agent by such additional amountsLender, 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. If In the event that any Lender Bank (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase-phase in or applicability after the date hereof 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 after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender 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 authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender Bank or any corporation controlling such Lender Bank as a consequence of, or with reference to, such Lender's Bank’s Loans or Revolving Commitments or Letters of Credit Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender Bank or such controlling corporation could have achieved but for such adoption, effectiveness, phase-phase in, applicability, change or compliance (taking into consideration the policies of such Lender Bank or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers such Borrower from such Lender Bank of the statement referred to in the next sentence, Borrowers such Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank or such controlling corporation on an after-after tax basis for such reduction. Such Lender Bank shall deliver to Borrowers such Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts owed to Bank under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If any Lender (which term shall include Issuing Bank for purposes of this Section 2.21) shall have determined that the 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 (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 the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Borrowers Company from such Lender of the statement referred to in the next sentence, Borrowers Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest demonstrable error.

Capital Adequacy Adjustment. If In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date (or in the case of any Lender that becomes a party after the Closing Date, the date hereof that such Lender becomes a party hereto) 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 authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Revolving Commitments or Letters of Credit Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers from such Lender of the statement referred to in the next sentence, Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts 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. If In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof 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 after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Revolving Commitments or Letters of Credit Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy)) by an amount considered by the Lender to be material, then from time to time, within five Business Days after receipt by Borrowers Company from such Lender of the statement referred to in the next sentence, Borrowers Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts 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. If any Lender shall have determined that the 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 Governmental Authority 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, Governmental Authority has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Company from such Lender of the statement referred to in the next sentence, Borrowers 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 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 Borrowers Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If In the event that any Lender shall have determined that the adoption, effectiveness, phase-phase in or applicability after the date hereof 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 after the date hereof by any governmental authorityGovernmental 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 authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Term Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit Term Loan to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Company from such Lender of the statement referred to in the next sentence, Borrowers Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax after Tax basis for such reduction. Such Lender shall deliver to Borrowers Company (with a copy to Administrative Agent) in accordance with Section 10.1 a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts owed to Lender under this Section 2.14(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If (i) In the event that any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof 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 after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Revolving Loans or Revolving Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Revolving Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five ten (10) Business Days after receipt by Borrowers the Borrower from such Lender of the statement referred to in the next sentence, Borrowers the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts owed to the Lender under this Section 2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If In the event that any Lender (which term shall include each Issuing Bank for purposes of this Section 2.16(b)) 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-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 authorityGovernmental 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 directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, in each case after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation company controlling such Lender as a consequence of, or with reference to, such Lender's Loans or ’s Loans, Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation company could have achieved but for such introduction, adoption, effectiveness, phase-phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation company with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Borrowers Borrower from such Lender of the statement referred to in the next sentence, Borrowers Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation company on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts owed to Lender under this Section 2.16(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. If any Lender shall have determined that the 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 by the date hereof by 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 (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not 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 the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five ten Business Days after receipt by Borrowers Borrower from such Lender of the statement referred to in the next sentence, Borrowers Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest demonstrable error.

Capital Adequacy Adjustment. If any Lender shall have reasonably determined that the adoption, effectiveness, phase-in or applicability (after the date hereof 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 after the date hereof by any governmental authorityGovernmental Authority, including any 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 lawlaw (after the date of this Agreement)) of any such governmental authority, central bank or comparable agencyGovernmental Authority, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's interest in the Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Borrower from such Lender of the statement referred to in the next sentence, Borrowers Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Borrower (with a copy to Administrative the Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional 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. If In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.18(b)) shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof 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 after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit Revolving Commitments, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Company from such Lender of the statement referred to in the next sentence, Borrowers Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest errorprima facie evidence thereof.

Capital Adequacy Adjustment. If In the event that any Lender Affected Party shall have determined in its sole discretion (which determination shall, absent manifest effort, be final and conclusive and binding upon all parties hereto) that (i) the adoption, effectiveness, phase-in 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 authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender Affected Party (or its applicable lending office) or any company controlling such Affected Party with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, in each case after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender Affected Party or any corporation company controlling such Lender Affected 44 Party as a consequence of, or with reference to, such Lender's Affected Party’s Loans or Commitments or Letters of Credit Revolving Commitments, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender Affected Party or such controlling corporation company could have achieved but for such adoption, effectiveness, phase-inphase‑in, applicability, change or compliance (taking into consideration the policies of such Lender Affected Party or such controlling corporation company with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Borrowers Company from such Lender Affected Party of the statement referred to in the next sentence, Borrowers Company shall pay to such Lender Affected Party such additional amount or amounts as will compensate such Lender Affected Party or such controlling corporation company on an after-tax after‑tax basis for such reduction. Such Lender Affected Party shall deliver to Borrowers Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of additional amounts owed to such additional amountsAffected Party under this Section 2.15(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. If any Lender shall have reasonably determined that the adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, which is adopted or phased in, or becomes effective or applicable, after the date hereof, or any change therein in any such law, rule or regulation, or in the interpretation or administration thereof thereof, made after the date hereof by any governmental authority, central bank bank, the National Association of Insurance Commissioners, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank bank, the National Association of Insurance Commissioners or comparable agencyagency issued or made after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Revolving Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Revolving Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could would have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Company from such Lender of the statement referred to in the next sentence, Borrowers Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest errorprima facie evidence of such additional amounts.

Capital Adequacy Adjustment. If any Lender shall have determined that the 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 Government Authority 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 agencyGovernment Authority, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Company from such Lender of the statement referred to in the next sentencesubsection 2.8A, Borrowers Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such ; provided that Company shall not be required -------- to compensate a Lender shall deliver pursuant to Borrowers (with this subsection for any reduction in respect of a copy period occurring more than six months prior to Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation date that such Lender notifies Company of such additional amountsLender's intention to claim compensation therefor unless the circumstances giving rise to such reduction become applicable retroactively, in which statement case no such time limitation shall be conclusive and binding upon all parties hereto absent manifest errorapply so long as such Lender requests compensation within six months from the date such circumstances become applicable.

Capital Adequacy Adjustment. If any Lender shall have determined that the 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 (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 the capital of such Lender or any corporation controlling such Lender as a consequence of, or Annex A-7 with reference to, such Lender's Loans or Loans, Commitments or Letters of Credit or any participations therein or any other obligations hereunder with respect to the Loans or the Letters of Credit Credit, in the case of any Lender, to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacyadequacy and in an amount deemed by such Lender (in its sole discretion) to be material), then from time to time, within five Business Days after receipt by Borrowers the Borrower from such Lender of the statement referred to in the next sentence, Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers the Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.. Notwithstanding any provision of this subsection 2.7 to the contrary, Borrowers shall pay, on terms and conditions consistent with this subsection 2.7, any additional amount or amounts as will compensate any Lender or any corporation controlling such Lender on an after-tax basis for any reduction in the rate of return on the capital of such Lender or such controlling entity because of any overlap of the Revolving Loan Commitments, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof. ANNEX B

Capital Adequacy Adjustment. If In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.18(b)) shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date (or in the case of any Lender that becomes a party hereto after the Closing Date, the date hereof that such Lender becomes a party hereto) 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 authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Revolving Commitments or Letters of Credit Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Company from such Lender of the statement referred to in the next sentence, Borrowers Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If In the event that any Lender shall have determined that the adoption, effectiveness, phase-in phase in, or applicability after the date hereof Closing Date of any law, rule 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 authorityGovernmental Body, central bank 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 request, or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Body, central bank bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Commitments or Letters of Credit or participations therein Delayed Draw Term Loan Commitments, or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-phase in, applicability, change change, or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Borrower from such Lender of the statement referred to in the next sentence, Borrowers Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-after tax basis for such reduction. Such Lender shall deliver to Borrowers Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If any Lender shall have determined that the 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 (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 the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by the Borrowers from such Lender of the statement referred to in the next sentence, the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to the Borrowers (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If In the event that any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof 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 after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Commitments or Letters of Credit or participations therein Revolving Commitments, or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers from such Lender of the statement referred to in the next sentence, Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts 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. If In the event that any Lender shall have determined determines that the adoption, effectiveness, phase-in or applicability after the date hereof Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacyor liquidity requirements, or any change therein or in the interpretation or administration thereof after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending officeLending Office) or any entity controlling any Lender with any guideline, request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation entity controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit ’s Term Loans, or participations therein or other obligations hereunder with respect to the Term Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation entity could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation entity with regard to capital adequacyor liquidity requirements), then from time to time, within five (5) Business Days after receipt by Borrowers the Borrower from such Lender of the statement referred to in the next sentence, Borrowers shall the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis entity for such reduction. Such Lender shall will deliver to Borrowers the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts owed to Lender under this Section 2.19(b), which statement shall will be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If any Lender shall have determined that the 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 (or its applicable lending officeoffice or its controlling corporation) 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 the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt demand by Borrowers from such Lender (with a copy of the statement referred such demand to in the next sentenceAgent), Borrowers Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this subsection 2.8C, will give prompt written notice thereof to Company, which notice shall deliver to Borrowers (with a copy to Administrative Agent) a written statement, setting set forth in reasonable detail the basis of the calculation of such additional amounts, which statement although the failure to give any such notice shall be conclusive and binding upon all parties hereto absent manifest error.not release or diminish any of Company’s obligations to pay additional amounts under this subsection 2.8C.

Capital Adequacy Adjustment. If any Lender shall have determined that the adoption, effectiveness, phase-in introduction or applicability adoption (after the date hereof 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 after the date hereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or that compliance by any Lender (or its applicable lending officeLending Office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of 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 the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, of such Lender's Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such introduction, adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days promptly after receipt by Borrowers the applicable Borrower from such Lender of the statement referred to in the next sentence, Borrowers such Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers such Borrower (with a copy to Administrative Agent) a written statement, statement setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest clearly demonstrable error.

Capital Adequacy Adjustment. If In the event that any Lender Affected Party shall have determined in its sole discretion (which determination shall, absent manifest effort, be final and conclusive and binding upon all parties hereto) that (i) the adoption, effectiveness, phase-in 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 authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender Affected Party (or its applicable lending office) or any company controlling such Affected Party with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, in each case after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender Affected Party or any corporation company controlling such Lender Affected Party as a consequence of, or with reference to, such Lender's Affected Party’s Loans or Commitments or Letters of Credit Revolving Commitments, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender Affected Party or such controlling corporation company could have achieved but for such adoption, effectiveness, phase-inphase‑in, applicability, change or compliance (taking into consideration the policies of such Lender Affected Party or such controlling corporation company with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Borrowers Company from such Lender Affected Party of the statement referred to in the next sentence, Borrowers Company shall pay to such Lender Affected Party such additional amount or amounts as will compensate such Lender Affected Party or such controlling corporation company on an after-tax after‑tax basis for such reduction. Such Lender Affected Party shall deliver to Borrowers Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of additional amounts owed to such additional amountsAffected Party under this Section 2.14(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 2.14 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. If any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof 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 after the date hereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any 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 the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Revolving Loans or Revolving Loan Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Revolving Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy)) by an amount considered by the Lender to be material, then from time to time, within five Business Days after receipt by Borrowers Company from such Lender of the statement referred to in the next sentence, Borrowers Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof 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 after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Revolving Commitments or Letters of Credit Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance CREDIT AND GUARANTY AGREEMENT EXECUTION (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers the Company from such Lender of the statement referred to in the next sentence, the Borrowers 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, except to the extent that any such reduction results from the gross negligence or willful misconduct of any Agent or Lender. Such Lender shall deliver to Borrowers the Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts 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. If In the event that any Lender Affected Party shall have determined in its sole discretion (which determination shall, absent manifest effort, be final and conclusive and binding upon all parties hereto) that (i) the adoption, effectiveness, phase-in 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 authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender Affected Party (or its applicable lending office) or any company controlling such Affected Party with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, in each case after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender Affected Party or any corporation company controlling such Lender Affected Party as a consequence of, or with reference to, such Lender's Affected Party’s Loans or Commitments or Letters of Credit Revolving Commitments, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender Affected Party or such controlling corporation company could have achieved but for such adoption, effectiveness, phase-inphase‑in, applicability, change or compliance (taking into consideration the policies of such Lender Affected Party or such controlling corporation company with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Borrowers Company from such Lender Affected Party of the statement referred to in the next sentence, Borrowers Company shall pay to such Lender Affected Party such additional amount or amounts as will compensate such Lender Affected Party or such 50 controlling corporation company on an after-tax after‑tax basis for such reduction. Such Lender Affected Party shall deliver to Borrowers Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of additional amounts owed to such additional amountsAffected Party under this Section 2.15(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. If In the event that any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof 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 after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit ’s Term Loans, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit Term Loans, to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers the Borrower from such Lender of the statement referred to in the next sentence, Borrowers the Borrower shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts owed to Lender under this Section 2.16(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.16 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be required to compensate a Lender pursuant to this Section 2.16 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender provides such written statement; provided, that if such law, rule or regulation giving rise to such increased costs or reductions is retroactive, the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

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

Capital Adequacy Adjustment. If any Lender shall have determined that the 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 authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Borrower from such Lender of the statement referred to in the next sentence, Borrowers Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction, provided, however, that Borrower shall not be required to compensate a Lender pursuant to this subsection 2.7C for any increased costs or reductions that such Lender became aware of more than 180 days prior to the date such Lender makes a claim for compensation hereunder. Such Lender shall deliver to Borrowers Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof of (i) any law, rule or regulation (or any provision thereof) regarding capital adequacy, adequacy or (ii) 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 that 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 agencyagency 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 the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Company from such Lender of the statement referred to in the next sentence, Borrowers Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If In the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof Original 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 after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Commitments Revolving Commitment or Letters of Credit Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit Credit, to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Borrowers the Borrower Representative from such Lender of the statement referred to in the next sentence, Borrowers the applicable Borrower shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts 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. If In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) the adoption, effectiveness, phase-in or applicability after the date hereof 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 after the date hereof by any governmental authority, central bank Governmental Authority (including without limitation Basel III) or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such governmental authorityGovernmental Authority (including without limitation Basel III), central bank or comparable agencyin each case after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Revolving Commitments or Letters of Credit Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Borrower from such Lender of the statement referred to in the next sentence, Borrowers Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, clauses (a) and (b) of this Section 2.19 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any regulatory authority (regardless of when enacted) pursuant to Basel III (i) under or in connection with the implementation of the 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. If any Lender shall have determined that the 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 by the date hereof by 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 (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not 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 the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five ten Business Days after receipt by Borrowers Borrower from such Lender of the statement referred to in the next -70- sentence, Borrowers Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest demonstrable error.

Capital Adequacy Adjustment. If In the event that any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof 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 after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Revolving Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five ten (10) Business Days after receipt by Borrowers the Borrower from such Lender of the statement referred to in the next sentence, Borrowers the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers the Borrower (with a copy to the Administrative Agent and each Lead Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of additional amounts owed to such additional amountsLender under this Section 2.17(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If In the event that any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof Effective Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein after the Effective Date or in the interpretation or administration thereof after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any such 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 authorityGovernmental Authority, central bank or comparable agencyagency issued after the Effective Date, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Revolving Loans or Commitments or Letters of Credit Revolving Commitments, or participations therein or other obligations hereunder with respect to the Revolving Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers from such Lender of the statement referred to in the next sentence, Borrowers Credit Parties shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers the Credit Parties (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of for, and calculation in reasonable detail of, the calculation of such additional amountsamounts owed to the Lender under this Section 2.8C, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If In the event that any Lender Affected Party shall have determined in its sole discretion (which determination shall, absent manifest effort, be final and conclusive and binding upon all parties hereto) that (i) the adoption, effectiveness, phase-in 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 authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender Affected Party (or its applicable lending office) or any company controlling such Affected Party with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, in each case after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender Affected Party or any corporation company controlling such Lender Affected Party as a consequence of, or with reference to, such Lender's Loans Affected Party’s Notes or Commitments or Letters of Credit Commitment Limits, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit Notes to a level below that which such Lender Affected Party or such controlling corporation company could have achieved but for such adoption, effectiveness, phase-inphase‑in, applicability, change or compliance (taking into consideration the policies of such Lender Affected Party or such controlling corporation company with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Borrowers Company from such Lender Affected Party of the statement referred to in the next sentence, Borrowers Company shall pay to such Lender Affected Party such additional amount or amounts as will compensate such Lender Affected Party or such controlling corporation company on an after-tax after‑tax basis for such reduction. Such Lender Affected Party shall deliver to Borrowers Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of additional amounts owed to such additional amountsAffected Party under this Section 2.15(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 47 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. If any Lender shall have determined that the adoption, effectiveness, phase-in or applicability 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 after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agencyagency which is first made after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five ten (10) Business Days after receipt by Borrowers Borrower from such Lender of the statement referred to in the next sentence, Borrowers Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto presumptively correct absent manifest error.

Capital Adequacy Adjustment. If In the event that any Lender (which term shall include L/C Issuer for purposes of this Section 2.18(b)) shall have determined that the adoption, effectiveness, phase-phase in or applicability after the date hereof 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 after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Administrative Borrower from such Lender of the statement referred to in the next sentence, Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-after tax basis for such reduction. Such Lender shall deliver to Borrowers Administrative Borrower (with a copy to Administrative Service Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If In the event that any Lender shall have reasonably determined that the adoption, effectiveness, phase-any change in or applicability after the date hereof of any law, rule or regulation (or any provision thereof) Legal Requirement made regarding capital adequacy, or any change therein or in the interpretation or administration thereof after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any post-Closing Date guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans Loans, Synthetic Deposits, or Commitments participations therein or in Synthetic Letters of Credit or participations therein or any other obligations hereunder with respect to the Loans Loans, Synthetic Deposits or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers the Borrower from such Lender of the statement certificate referred to in the next sentence, Borrowers the Borrower shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such controlling corporation on an a net after-tax basis for such reduction; provided that if such Lender fails to provide such certificate within 180 days after it obtains knowledge of such adoption, change or compliance, then such Lender shall not be entitled to receive payment for such additional amounts. Such Lender shall deliver to Borrowers the Borrower (with a copy to the Administrative Agent) a written statementcertificate, setting forth in reasonable detail the basis of for calculating the calculation of additional amounts owed to such additional amountsLender under this Section 2.1.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If In the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof Restatement 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 after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof in each case that becomes effective after the date hereof, or compliance by any Lender (or its applicable lending office) with any 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 authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or | || 106 with reference to, such Lender's ’s Loans or Commitments Revolving Commitment or Letters of Credit Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit Credit, to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Borrowers the Borrower Representative from such Lender of the statement referred to in the next sentence, Borrowers the applicable Borrower shall pay to such Lender such additional amount or amounts as will shall compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of additional amounts owed to such additional amountsLender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If In the event that any Lender shall have determined that the adoption, effectiveness, phase-phase in or applicability after the date hereof 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 after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, in each case (except with respect to the Xxxx-Xxxxx Act and Basel III), which is addressed in clause (a) above) that becomes effective after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation company controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Revolving Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation company could have achieved but for such adoption, effectiveness, phase-phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation company with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Borrowers Company from such Lender of the statement referred to in the next sentence, Borrowers Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation company on an after-after tax basis for such reduction. Such Lender shall deliver to Borrowers Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

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

Capital Adequacy Adjustment. If any Lender shall have determined that the 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 (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 the capital of such Lender or any corporation controlling such Lender Lender's holding company, if any, as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation Lender's holding company, if any, could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation holding company with regard to capital adequacy)) by an amount deemed by such Lender to be material, then from time to time, within five Business Days after receipt by Borrowers Company from such Lender of the statement referred to in the next sentence, Borrowers Company shall pay to such Lender within 15 Business Days of receipt such statement such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction; provided that a Lender shall not be -------- entitled to avail itself of the benefit of this subsection 2.7C to the extent that any such reduction of return was incurred more than six months prior to the time such Lender gives notice to Company, unless such reduction arose retroactively, in which case such Lender shall give such notice within six months from the time such reductions become applicable to such Lender. Such Lender shall deliver to Borrowers Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of facts and circumstances giving rise to the calculation of claim for such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If any Lender shall have determined that the 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 (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 the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Borrower from such Lender of the statement referred to in the next sentence, Borrowers Borrower shall pay to such Lender such additional amount or amounts as will compensate compensate, such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof 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 after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by 57 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 authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Revolving Commitments or Letters of Credit Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Company from such Lender of the statement referred to in the next sentence, Borrowers Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest demonstrable error.

Capital Adequacy Adjustment. If any Lender shall have determined that the 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 interpreta- tion or administration thereof after the date hereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any 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 the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments Commitment or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation corpora- tion could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Borrower from such Lender of the statement referred to in the next sentence, Borrowers Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.. 2.8

Capital Adequacy Adjustment. If any Lender shall have determined that the 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 bank, the National Association of Insurance Commissioners, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank bank, the National Association of Insurance Commissioners or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Company from such Lender of the statement referred to in the next sentence, Borrowers Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If In the event that any Lender (which term shall include each Issuing Bank for purposes of this Section 2.18(b)) 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-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 authorityGovernmental 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 directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, in each case after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation company controlling such Lender as a consequence of, or with reference to, such Lender's Loans or ’s Loans, Revolving Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation company could have achieved but for such introduction, adoption, effectiveness, phase-phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation company with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Borrower from such Lender of the statement referred to in the next sentence, Borrowers Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis company for such reduction. Such Lender shall deliver to Borrowers Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, for all purposes of the Financing Documents, subsections (a) and (b) of this Section 2.18 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued or promulgated by any United States or foreign regulatory authority (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements, the United States regulatory authorities or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

Capital Adequacy Adjustment. If any Lender shall have determined that the 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 (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 the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments Commit ments or Letters of Credit or the IRB Reimbursement Agreement or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit or the IRB Reimbursement Agreement to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Borrower from such Lender of the statement referred to in the next sentence, Borrowers Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof 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 after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any 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 authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Revolving Commitments or Letters of Credit Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Borrowers Company from such Lender of the statement referred to in the next sentence, Borrowers Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts 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. If In the event that any Lender 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 after the date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacyadequacy or liquidity, or any change therein or in the interpretation or administration thereof after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, in each case after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation company controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation company could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation company with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Borrower from such Lender of the statement referred to in the next sentence, Borrowers Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation company on an after-tax Tax basis for such reduction. Such Lender shall deliver to Borrowers Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts 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. If any Lender shall have determined that the 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 (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 the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers the applicable Borrower from such Lender of the statement referred to in the next sentence, Borrowers such Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction; provided that the Borrowers shall not be required to compensate a Lender pursuant to this subsection for any reduction incurred more than six months prior to the date that such Lender notifies any Borrower of such change giving rise to such reduction and of such Lender's intention to claim compensation therefor; provided further that, if such change giving rise to such 101 110 reduction is retroactive, then the six month period referred to above shall be extended to include the period of retroactive effect thereof. Such Lender shall deliver to Borrowers such Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If any Lender shall have determined that the 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 (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 the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Company from such Lender of the statement referred to in the next sentence, Borrowers 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 one year prior to the date that such Lender notifies Company of such change giving rise to such reduction and of such Lender's intention to claim compensation therefor; PROVIDED further that, if such change giving rise to such reduction is retroactive, then the one year period referred to above shall be extended to include the period of retroactive effect thereof. Such Lender shall deliver to Borrowers Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If any Lender shall have determined that the 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 (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 the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments Commitment or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by the Borrowers from such Lender of the statement referred to in the next sentence, the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to the Borrowers (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If any Lender shall have reasonably determined that the 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 authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Company and/or Canadian Borrower from such Lender of the statement officer's certificate referred to in the next sentence, Borrowers Company shall pay to any such US Lender and Canadian Borrower shall pay to such Lender CN Lender, such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers the applicable Borrower (with a copy to the applicable Administrative Agent) a written statementan officer's certificate, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If any Lender shall have determined that the adoption, effectiveness, phase-in introduction or applicability adoption (after the date hereof 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 after the date hereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or that compliance by any Lender (or its applicable lending officeLending Office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of 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 the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, of such Lender's Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such introduction, adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days promptly after receipt by Borrowers Company from such Lender of the statement referred to in the next sentence, Borrowers Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Company (with a copy to Administrative Agent) a written statement, statement setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest clearly demonstrable error.

Capital Adequacy Adjustment. If any Lender shall have determined that the 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 (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 the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Borrower from such Lender of the statement referred to in the next sentence, Borrowers Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If In the event that any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof 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 after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit Revolving Commitments, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Company from such Lender of the statement referred to in the next sentence, Borrowers Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest errorprima facie evidence thereof.

Capital Adequacy Adjustment. If In the event that any Lender shall have determined that the adoption, effectiveness, phase-phase in or applicability after the date hereof 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 after the date hereof by any governmental authorityGovernmental Authority, central bank after the Closing Date 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 authorityGovernmental Authority, central bank or comparable agencyagency issued, becoming effective, phased-in or made after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit ’s Loans, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Borrower from such Lender of the statement referred to in the next sentence, Borrowers Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-after tax basis for such reduction. Such Lender shall deliver to Borrowers Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts owed to Lender under this Section 2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If In the event that any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof Original 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 after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Company from such Lender of the statement referred to in the next sentence, Borrowers Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender -73- shall deliver to Borrowers Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts owed to Lender under this Section 2.21(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof of any law, rule rule, guideline or regulation (or any provision thereof) regarding capital adequacy, including, without limitation, the July 1998 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or any change therein or in the interpretation or administration thereof after the date hereof by any governmental or quasi-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 or quasi-governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Borrower from such Lender of the statement referred to in the next sentence, Borrowers Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers (with a copy to Administrative Agent) Borrower a written statement, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest demonstrable error.

Capital Adequacy Adjustment. If In the event that any Lender (which term shall include each L/C Issuer for purposes of this Section 2.20(b)) 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-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 authorityGovernmental 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 directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, in each case after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation company controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Revolving Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation company could have achieved but for such introduction, adoption, effectiveness, phase-phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation company with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Borrower from such Lender of the statement referred to in the next sentence, Borrowers Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation company on an after-after tax basis for such reduction. Such Lender shall deliver to Borrowers Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts owed to Lender under this Section 2.20(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. If In the event that any Lender shall have determined that the adoption, effectiveness, phase-phase in or applicability after the date hereof Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, adequacy or any change therein or Change 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 thereofLaw, 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 authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers the Administrative Borrower from such Lender of the statement referred to in the next sentence, the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-after tax basis for such reduction. Such Lender shall deliver to Borrowers the Administrative Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts owed to Lender under this Section 2.14(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. 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 (or any provision thereof) regarding capital adequacy, or or, after the date hereof, any change therein or in the interpretation or administration thereof after the date hereof by any governmental authority, central bank or comparable agency Government Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernment Authority issued, central bank adopted or comparable agencychanged after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Borrowers Borrower from such Lender of the statement referred to in the next sentencesubsection 2.8A, Borrowers Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender ; provided that Borrower shall deliver not be obligated to Borrowers pay such additional amounts to the extent such additional amounts are incurred more than six (with a copy 6) months prior to Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation giving of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest errorstatement.

Capital Adequacy Adjustment. If In the event that any Lender shall have determined that the adoption, effectiveness, phase-in adoption or applicability implementation after the date hereof of any law, rule or regulation treaty, governmental (or any provision thereofquasigovernmental) rule, regulation, guideline or order regarding capital adequacy, including, without limitation, the regulations set forth at 12 C.F.R. Part 208 (Appendix A) and 12 C.F.R. Part 225 (Appendix A), 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 application 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 lawlaw and whether or not failure to comply therewith would be unlawful) of from any such governmental authority, central bank or comparable agencygovernmental 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 the such Lender's capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit or participations therein or other its obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy)hereunder, then Borrower shall from time to time, within five Business Days after receipt by Borrowers (5) days of written notice and demand from such Lender of the statement referred to in the next sentence, Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers (with a copy to Administrative Agent) including a written statement, certificate setting forth in reasonable detail the basis manner of calculation of the calculation 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 the account of such Lender, additional amountsamounts sufficient to compensate such Lender 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. If In the event that any Lender Affected Party shall have determined in its sole discretion (which determination shall, absent manifest effort, be final and conclusive and binding upon all parties hereto) that (i) the adoption, effectiveness, phase-in 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 authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender Affected Party (or its applicable lending office) or any company controlling such Affected Party with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, in each case after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender Affected Party or any corporation company controlling such Lender Affected Party as a consequence of, or with reference to, such Lender's Affected Party’s Loans or Commitments or Letters of Credit Revolving Limits, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender Affected Party or such controlling corporation company could have achieved but for such adoption, effectiveness, phase-inphase‑in, applicability, change or compliance (taking into consideration the policies of such Lender Affected Party or such controlling corporation company with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Borrowers Company from such Lender Affected Party of the statement referred to in the next sentence, Borrowers Company shall pay to such Lender Affected Party such additional amount or amounts as will compensate such Lender Affected Party or such controlling corporation company on an after-tax after‑tax basis for such reduction. Such Lender Affected Party shall deliver to Borrowers Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis of for calculating the calculation of additional amounts owed to such additional amountsAffected Party under this Section 2.15(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. If any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof 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 after the date hereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any 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 the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender reasonably determines such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five fifteen Business Days after receipt by Borrowers Company from such Lender of the statement referred to in the next sentence, Borrowers Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. If In the event that any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the date hereof 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 after the date hereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's ’s Loans or Commitments or Letters of Credit Commitments, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below Tiptree Credit Agreement that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days thirty days after receipt by Borrowers Borrower from such Lender of the statement referred to in the next sentence, Borrowers Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Borrowers Borrower (with a copy to Administrative Agent) a written statement, statement setting forth in reasonable detail the basis of for calculating the calculation of such additional amountsamounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.