Common use of Capital Adequacy and Other Adjustments Clause in Contracts

Capital Adequacy and Other Adjustments. In the event that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder, then US Borrowers in the case of a US Lender or Canadian Borrowers in the case of a Canadian Lender shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Applicable Agent) pay to Applicable Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided that if the respective Lender has unreasonably delayed or withheld such notice and demand, the respective Lender shall not be entitled to receive additional payments pursuant to this Section 1.11(a) for periods occurring prior to the 180th day before the receipt of such notice and demand. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Applicable Borrower Representative and the Applicable Agent shall be presumptive evidence of the matters set forth therein.

Capital Adequacy and Other Adjustments. In the event that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations Commitments or Letter of Credit Obligations hereunder, then US Borrowers in the case of a US Lender or Canadian Borrowers in the case of a Canadian Lender Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Applicable Agent) pay to Applicable Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided that if the respective Lender has unreasonably delayed or withheld such notice and demand, the respective Lender shall not be entitled to receive additional payments pursuant to this Section 1.11(a2.8(a) for periods occurring prior to the 180th day before the receipt of such notice and demanddemand (provided that this limitation shall not apply to reductions arising out of the retroactive application of any law, treaty, rule, regulation, guideline or order which arises during such 180 day period); and provided further, that such Lender shall not be entitled to any such additional amounts, unless such Lender is imposing similar types of assessments on other similarly situated borrowers. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Applicable Borrower Representative and the Applicable Agent shall be presumptive evidence of the matters set forth therein. Each Lender agrees that, as promptly as practicable after it becomes aware of any circumstances referred to above which would result in any such cost or reduction, the affected Lender shall, to the extent not inconsistent with such Lender’s internal policies of general application, use reasonable commercial efforts to minimize the redirect rate of return, costs and expenses incurred by it and payable to it by Borrower pursuant to this Section 2.8(a).

Capital Adequacy and Other Adjustments. In the event that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder, then US Borrowers in the case of a US Lender or Canadian Borrowers in the case of a Canadian Lender Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Applicable Agent) pay to Applicable Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided that if the respective Lender has unreasonably delayed or withheld such notice and demand, the respective Lender shall not be entitled to receive additional payments pursuant to this Section 1.11(a1.8(a) for periods occurring prior to the 180th day before the receipt of such notice and demand, provided that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referenced to above shall be extended to include the period of retroactive effect thereof, and provided further, that such Lender shall not be entitled to any such additional amounts unless such Lender is imposing similar types of assessments on other similarly situated borrowers. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Applicable Borrower Representative and the Applicable Agent shall be presumptive evidence of the matters set forth therein.

Capital Adequacy and Other Adjustments. In the event that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements (other than reserve requirements taken into account in calculating LIBOR) or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive first made after the Closing Date regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s 's or such corporation’s 's capital as a consequence of its obligations hereunder, then US Borrowers in the case of a US Lender or Canadian Borrowers in the case of a Canadian Lender Borrower shall from time to time within fifteen ten (1510) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Applicable Agent) pay to Applicable Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided that if the respective Lender has unreasonably delayed or withheld such notice and demand, the respective Lender shall not be entitled to receive additional payments pursuant to this Section 1.11(a) for periods occurring prior to the 180th day before the receipt of such notice and demand. A certificate as to the amount of such cost and showing in reasonable detail the basis of the computation of such cost submitted by such Lender to Applicable Borrower Representative and the Applicable Agent shall be presumptive evidence conclusive absent manifest error. Each Lender shall use reasonable efforts to reduce or eliminate any claim for compensation pursuant to this subsection, including but not limited to designating a different Lending Office for the Loans if such designation will avoid the need for, or reduce the amount of, such claim and will not, in the sole discretion of such Lender, be materially disadvantageous to such Lender or result in an increase in the matters set forth thereinaggregate amount payable by Borrower. The failure or delay of any Lender to demand compensation pursuant hereto shall not constitute a waiver of such Lender's right to demand such compensation; provided, however, that Borrower shall not be required to compensate a Lender pursuant hereto for any increased costs or reductions more than six (6) months prior to the date that such demand for compensation is made (but if an event giving rise to such demand for compensation has retroactive effect, then, the retroactive period shall be tacked to such six (6) months period for purposes hereof).

Capital Adequacy and Other Adjustments. In the event that any If Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder, then US Borrowers in the case of a US Lender or Canadian Borrowers in the case of a Canadian Lender Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Applicable Agentsentence) pay to Applicable Agent, for the account of such Lender, Lender additional amounts sufficient to compensate such Lender for such reduction; provided that if the respective Lender has unreasonably delayed or withheld such notice and demand, the respective Lender shall not be entitled to receive additional payments pursuant to this Section 1.11(a) for periods occurring prior to the 180th day before the receipt of such notice and demand. A certificate as to the amount of such cost and showing the basis of the computation (including any averaging or attribution methods) thereof submitted by Lender to Borrower shall, absent manifest error, be final, conclusive and binding for all purposes. Borrower shall not be required to compensate Lender for any such increased cost or reduction in amounts received in respect of any period occurring more than 180 days prior to the date on which Lender first makes a demand for compensation under this subsection 2.5 unless the circumstance giving rise to such increased cost or reduction arose or became applicable retroactively, or the parties were not aware of such increased cost submitted by or reduction, in which case no such time limit shall apply so long as Lender notifies Borrower of such circumstance prior to Applicable Borrower Representative and the Applicable Agent shall be presumptive evidence later of (i) 180 days after the matters set forth thereindate such circumstance arose or became applicable, or (ii) promptly after the parties became aware of such increased cost or reduction.

Capital Adequacy and Other Adjustments. In the event that Agent or any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Agent or such Lender or any corporation controlling Agent or such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by Agent or such Lender or any corporation controlling Agent or such Lender and thereby reducing the rate of return on Agent's or such Lender’s 's or such corporation’s 's capital as a consequence of its obligations hereunder, then US Borrowers in the case of a US Lender or Canadian Borrowers in the case of a Canadian Lender Borrower shall from time to time within fifteen (15) days after notice and demand (which demand shall be accompanied by a statement setting forth in reasonable detail the basis of such demand) from such Lender (with a copy to Agent) or Agent (together with the certificate referred to in the next sentence and with a copy to Applicable Agentsentence) pay to Applicable Agent, for the account of Agent or such Lender, Lender additional amounts sufficient to compensate Agent or such Lender for such reduction; provided that if the respective Lender has unreasonably delayed or withheld such notice and demand, the respective Lender shall not be entitled to receive additional payments pursuant to this Section 1.11(a) for periods occurring prior reduction to the 180th day before extent that such Lender reasonably determines such increase in capital to be allocable to the receipt existence of such notice and demandLender's Commitment. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Agent or any Lender to Applicable Borrower Representative shall, absent manifest error, be final, conclusive and the Applicable Agent shall be presumptive evidence of the matters set forth thereinbinding for all purposes.

Capital Adequacy and Other Adjustments. In the event that any Lender shall have determined that the adoption after the later of (x) the date hereof or (y) the date such Lender became a party hereto of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder, then US Borrowers in the case of a US Lender or Canadian Borrowers in the case of a Canadian Lender Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Applicable Agent) pay to Applicable Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided provided, however that if the respective Lender has unreasonably delayed or withheld such notice and demand, the respective Lender Borrower shall not be entitled obligated to receive additional payments pursuant pay such Lender or controlling Person any compensation attributable to this Section 1.11(a) for periods occurring any period prior to the 180th day before date that is one hundred twenty (120) days prior to the receipt date of such notice and demanddemand from such Lender. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Applicable Borrower Representative and the Applicable Agent shall shall, absent manifest error, be presumptive evidence of the matters set forth thereinfinal, conclusive and binding for all purposes.

Capital Adequacy and Other Adjustments. In the event that Administrative Agent or any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Administrative Agent or such Lender or any corporation controlling Administrative Agent or such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by Administrative Agent or such Lender or any corporation controlling Administrative Agent or such Lender with respect to the Obligations and thereby reducing the rate of return on Administrative Agent's or such Lender’s 's or such corporation’s 's capital as a consequence of its obligations hereunder, then US Borrowers in the case of a US Lender or Canadian Borrowers in the case of a Canadian Lender shall from time to time within fifteen (15) days after notice and demand from Administrative Agent or such Lender (together with the certificate referred to in the next sentence and with a copy to Applicable Agentsentence) pay to Applicable Agent, for the account of Administrative Agent or such Lender, Lender additional reasonable amounts sufficient to compensate Administrative Agent or such Lender for such reduction; provided that if the respective , so long as Administrative Agent or such Lender has unreasonably delayed or withheld is then requiring such notice and demandpayments from other borrowers, the respective Lender shall demand does not be entitled to receive additional payments pursuant to this Section 1.11(a) seek payment for periods occurring a period more than 90 days in arrears and the demand is made prior to payment in full of the 180th day before the receipt Obligations and termination of such notice and demandall Commitments. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by Administrative Agent or such Lender to Applicable Borrower Representative Borrowers shall, absent manifest error, be final, conclusive and binding for all purposes. If a Lender makes a demand for compensation pursuant to this Section 2.8, Borrowers may obtain, at Borrowers' expense, a replacement lender who agrees to acquire Lender's interest in the Loans and the Applicable Agent shall be presumptive evidence of Commitments on the matters terms set forth thereinin this Agreement and such Lender shall assign to such replacement lender its interest in the Loans and the Commitments, provided that Borrowers have paid all amounts then due to such Lender (including any amounts due under this Section 2.8).

Capital Adequacy and Other Adjustments. In the event that any Lender shall have reasonably determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder, then US Borrowers in the case of a US Lender or Canadian Borrowers in the case of a Canadian Lender Parent Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Applicable Agent) pay to Applicable Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided provided, however, that Parent Borrower shall not be required to compensate any Lender pursuant to this paragraph for any amounts incurred more than 90 days prior to the date that such Lender notifies Parent Borrower of such Lender’s intention to claim compensation therefor, and provided, further, that if the respective Lender has unreasonably delayed or withheld circumstances giving rise to such notice and demandclaim have a retroactive effect, then such 90-day period shall be extended to include the respective Lender shall not be entitled to receive additional payments pursuant to this Section 1.11(a) for periods occurring prior to the 180th day before the receipt period of such notice and demandretroactive effect. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Applicable Parent Borrower Representative and the Applicable Agent shall shall, absent manifest error, be presumptive evidence of the matters set forth thereinfinal, conclusive and binding for all purposes.

Capital Adequacy and Other Adjustments. In the event that any Lender shall have reasonably determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder, then US Borrowers in the case of a US Lender or Canadian Borrowers in the case of a Canadian Lender shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Applicable Agent) pay to Applicable Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided provided, however, that Borrowers shall not be required to compensate any Lender pursuant to this paragraph for any amounts incurred more than 90 days prior to the date that such Lender notifies Parent Borrower of such Lender’s intention to claim compensation therefor, and provided, further, that if the respective Lender has unreasonably delayed or withheld circumstances giving rise to such notice and demandclaim have a retroactive effect, then such 90-day period shall be extended to include the respective Lender shall not be entitled to receive additional payments pursuant to this Section 1.11(a) for periods occurring prior to the 180th day before the receipt period of such notice and demandretroactive effect. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Applicable Parent Borrower Representative and the Applicable Agent shall shall, absent manifest error, be presumptive evidence of the matters set forth thereinfinal, conclusive and binding for all purposes.

Capital Adequacy and Other Adjustments. In the event that Agent or any -------------------------------------- Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Agent or such Lender or any corporation controlling Agent or such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by Agent or such Lender or any corporation controlling Agent or such Lender with respect to the Obligations and thereby reducing the rate of return on Agent's or such Lender’s 's or such corporation’s 's capital as a consequence of its obligations hereunder, then US Borrowers in the case of a US Lender or Canadian Borrowers in the case of a Canadian Lender Borrower shall from time to time within fifteen (15) days after notice and demand from Agent or such Lender (together with the certificate referred to in the next sentence and with a copy to Applicable Agentsentence) pay to Applicable Agent, for the account of Agent or such Lender, Lender additional amounts sufficient to compensate Agent or such Lender for such reduction; provided that if the respective , so long as Agent or such Lender has unreasonably delayed or withheld is then requiring such notice and demandpayments from other borrowers, the respective Lender shall demand does not be entitled to receive additional payments pursuant to this Section 1.11(a) seek payment for periods occurring a period more than 90 days in arrears and the demand is made prior to payment in full of the 180th day before the receipt Obligations and termination of such notice and demandall Commitments. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by Agent or such Lender to Applicable Borrower Representative shall, absent manifest error, be final, conclusive and binding for all purposes. If a Lender makes a demand for compensation pursuant to this subsection 2.8, Borrower may obtain, at Borrower's expense, a replacement lender who agrees to acquire Lender's interest in the Loans and the Applicable Agent shall be presumptive evidence of Commitments on the matters terms set forth thereinin this Agreement and such Lender shall assign to such replacement lender its interest in the Loans and the Commitments, provided that Borrower has paid all amounts then due to such Lender -------- (including any amounts due under this subsection 2.8).

Capital Adequacy and Other Adjustments. In the event that any Lender Xxxxxx shall have determined (and shall have notified Borrower promptly thereafter) that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender Xxxxxx or any corporation controlling such Lender Xxxxxx with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender Xxxxxx or any corporation controlling such Lender Xxxxxx and thereby reducing the rate of return on such Lender’s Xxxxxx'x or such corporation’s 's capital as a consequence of its obligations hereunder, then US Borrowers in the case of a US Lender or Canadian Borrowers in the case of a Canadian Lender Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender Xxxxxx (together with the certificate referred to in the next sentence and with a copy to Applicable Agentsentence) pay to Applicable Agent, for the account of such LenderXxxxxx, additional amounts sufficient to compensate such Lender Xxxxxx for such reduction; provided that if the respective Lender has unreasonably delayed or withheld such notice and demand. If Xxxxxx shall have sold an interest to a participant pursuant to Section 8.1 hereof, the respective Lender amount due from Borrower under this Section shall not be entitled any greater than the amount which would have been due if Xxxxxx had not sold an interest to receive additional payments pursuant to this Section 1.11(a) for periods occurring prior to the 180th day before the receipt of such notice and demandparticipant. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender Xxxxxx to Applicable Borrower Representative and shall, absent manifest error, be sufficient to create an obligation of Borrower to pay Xxxxxx. If thereafter Borrower shows or Xxxxxx realizes that a computation error has occurred Xxxxxx shall refund Borrower in the Applicable Agent shall be presumptive evidence of the matters set forth thereinappropriate amount.

Capital Adequacy and Other Adjustments. In the event that Agent or any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Agent or such Lender or any corporation controlling Agent or such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by Agent or such Lender or any corporation controlling Agent or such Lender with respect to the Obligations and thereby reducing the rate of return on Agent's or such Lender’s 's or such corporation’s 's capital as a consequence of its obligations hereunder, then US Borrowers in the case of a US Lender or Canadian Borrowers in the case of a Canadian Lender Borrower shall from time to time within fifteen (15) days after notice and demand from Agent or such Lender (together with the certificate referred to in the next sentence and with a copy to Applicable Agentsentence) pay to Applicable Agent, for the account of Agent or such Lender, Lender additional amounts sufficient to compensate Agent or such Lender for such reduction; provided that if the respective , so long as Agent or such Lender has unreasonably delayed or withheld is then requiring such notice and demandpayments from other borrowers, the respective Lender shall demand does not be entitled to receive additional payments pursuant to this Section 1.11(a) seek payment for periods occurring a period more than 90 days in arrears and the demand is made prior to payment in full of the 180th day before the receipt Obligations and termination of such notice and demandall Commitments. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by Agent or such Lender to Applicable Borrower Representative shall, absent manifest error, be final, conclusive and binding for all purposes. If a Lender makes a demand for compensation pursuant to this subsection 2.8, Borrower may obtain, at Borrower's expense, a replacement lender who agrees to acquire Lender's interest in the Loans and the Applicable Agent shall be presumptive evidence of Commitments on the matters terms set forth thereinin this Agreement and such Lender shall assign to such replacement lender its interest in the Loans and the Commitments, provided that Borrower has paid all amounts then due to such Lender (including any amounts due under this subsection 2.8).

Capital Adequacy and Other Adjustments. In the event that any Lender shall have reasonably determined that the adoption after the date hereof Restatement Effective Date of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, liquidity, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, liquidity, reserves or other funds required to be maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder, then US Borrowers in the case of a US Lender or Canadian Borrowers in the case of a Canadian Lender shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Applicable Agent) pay to Applicable Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided provided, however, that Borrowers shall not be required to compensate any Lender pursuant to this paragraph for any amounts incurred more than ninety (90) days prior to the date that such Lender notifies Parent Borrower of such Lender’s intention to claim compensation therefor, and provided, further, that if the respective Lender has unreasonably delayed or withheld circumstances giving rise to such notice and demandclaim have a retroactive effect, then such ninety (90) day period shall be extended to include the respective Lender shall not be entitled to receive additional payments pursuant to this Section 1.11(a) for periods occurring prior to the 180th day before the receipt period of such notice and demandretroactive effect. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Applicable Parent Borrower Representative and the Applicable Agent shall shall, absent manifest error, be presumptive evidence of the matters set forth thereinfinal, conclusive and binding for all purposes.

Capital Adequacy and Other Adjustments. In the event that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder, then US Borrowers in the case of a US Lender or Canadian Borrowers in the case of a Canadian Lender Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Applicable Agent) pay to Applicable Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided that if the respective Lender has unreasonably delayed or withheld such notice and demand, the respective Lender shall not be entitled to receive additional payments pursuant to this Section 1.11(a2.8(a) for periods occurring prior to the 180th day before the receipt of such notice and demanddemand (provided that this limitation shall not apply to reductions arising out of the retroactive application of any law, treaty, rule, regulation, guideline or order which arises during such 180 day period); and provided further, that such Lender shall not be entitled to any such additional amounts, unless such Lender is imposing similar types of assessments on other similarly situated borrowers. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Applicable Borrower Representative and the Applicable Agent shall shall, save for manifest error, be presumptive evidence of the matters set forth therein. Each Lender agrees that, as promptly as practicable after it becomes aware of any circumstances referred to above which would result in any such cost or reduction, the affected Lender shall, to the extent not inconsistent with such Lender’s internal policies of general application, use reasonable commercial efforts to minimize the redirect rate of return, costs and expenses incurred by it and payable to it by Borrower pursuant to this Section 2.8(a).

Capital Adequacy and Other Adjustments. (a) In the event that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction (“Change in Law”) does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder, then US Borrowers in the case of a US Lender or Canadian Borrowers in the case of a Canadian Lender Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Applicable Agent) pay to Applicable Agent, for the account of such Lender, Lender additional amounts sufficient to compensate such Lender for such reductionreduction (which notice shall be accompanied by a statement setting forth the basis for such claim and a calculation of the amount thereof in reasonable detail); provided that if the respective Lender has unreasonably delayed or withheld is seeking such notice and demand, the respective Lender shall not be entitled to receive additional payments pursuant to this Section 1.11(a) for periods occurring prior to the 180th day before the receipt of such notice and demandcompensation from all similarly situated borrowers on a nondiscriminatory basis. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Applicable Borrower Representative shall, absent manifest error, be final, conclusive and binding for all purposes. Such certificate shall also certify to Borrower that Lender is seeking compensation from all of its other similarly situated borrowers on a nondiscriminatory basis as a result of such Change in Law. Failure or delay on the Applicable Agent part of Lender to demand compensation pursuant to this Section 5.23 shall not constitute a waiver of Lender’s right to demand such compensation; provided that the Borrower shall not be presumptive evidence required to compensate Lender pursuant to this Section 5.23 for any additional amounts incurred more than sixty (60) days prior to the date that Lender notifies Borrower of the matters set forth thereinChange in Law giving rise to such increased costs or reductions and of Lender’s intention to claim compensation therefor. Lender agrees, as a condition to its right to receive payment under this Section 5.23, to take such steps as reasonably may be available to it to obtain an exemption from, or reduction of, the liabilities giving rise to the payments of such additional amounts, except to the extent that taking such a step would be materially disadvantageous to Lender.

Capital Adequacy and Other Adjustments. In the event that Agent -------------------------------------- or any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmentalgovern-mental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance com-pliance by any Agent or such Lender or any corporation controlling Agent or such Lender with any request or directive issued after the date hereof regarding capital adequacy, reserve requirements require-ments or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained main-tained by Agent or such Lender or any corporation controlling Agent or such Lender and thereby reducing the rate of return on Agent's or such Lender’s 's or such corporation’s corpora-tion's capital as a consequence of its obligations hereunder, then US Borrowers in the case of a US Lender or Canadian Borrowers in the case of a Canadian Lender Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (with a copy to Agent) or Agent (together with the certificate referred to in the next sentence and with a copy to Applicable Agentsentence) pay to Applicable Agent, for the account of Agent or such Lender, Lender additional amounts sufficient to compensate Agent or such Lender for such reduction; provided that if the respective Lender has unreasonably delayed or withheld such notice and demand, the respective Lender shall not be entitled to receive additional payments pursuant to this Section 1.11(a) for periods occurring prior to the 180th day before the receipt of such notice and demand. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by Agent or any Lender to Borrower shall, absent manifest error, be final, conclusive and binding for all purposes. Each Lender shall use reasonable efforts to promptly notify Borrower of the occurrence of an event which such Lender has determined entitles such Lender to Applicable Borrower Representative and payment under this subsection 2.8, provided, that the Applicable Agent failure to give such notice promptly by any Lender shall be presumptive evidence not impair such Lender's right to demand payment under this subsection 2.8 for any period of not more than 180 days prior to the matters set forth thereindate notice is actually given by such Lender to Borrower.

Capital Adequacy and Other Adjustments. (A) In the event that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s 's or such corporation’s 's capital as a consequence of its obligations hereunder, then US Borrowers in the case of a US Lender or Canadian Borrowers in the case of a Canadian Lender Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Applicable Agent) pay to Applicable Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided that if the respective Lender has unreasonably delayed or withheld such notice and demand, the respective Lender shall not be entitled to receive additional payments pursuant to this Section 1.11(a) for periods occurring prior to the 180th day before the receipt of such notice and demand. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Applicable Borrower Representative and Agent shall, absent manifest error, be final, conclusive and binding for all purposes. In the Applicable case of any LIBOR Loan or requested LIBOR Loan affected by the circumstances described in the immediately preceding paragraph, the Borrower may, if any LIBOR Loan is then outstanding, require the affected Lender to convert each such LIBOR Loan into a Base Rate Loan at the end of the applicable Interest Period or such earlier time as may be required by law, in each case by giving the Agent notice thereof on the Business Day that the Borrower was notified by the Lender pursuant to the immediately preceding paragraph; PROVIDED, HOWEVER, that all lenders whose LIBOR Loans are affected by the circumstances described in the immediately preceding paragraph shall be presumptive evidence of treated in the matters set forth thereinsame manner under this paragraph.

Capital Adequacy and Other Adjustments. (A) In the event that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s 's or such corporation’s 's capital as a consequence of its obligations hereunder, then US Borrowers in the case of a US Lender or Canadian Borrowers in the case of a Canadian Lender Borrower shall from time to time within fifteen (15) 15 days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Applicable Agent) pay to Applicable Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided that if the respective Lender has unreasonably delayed or withheld such notice and demand, the respective Lender shall not be entitled to receive additional payments pursuant to this Section 1.11(a) for periods occurring prior to the 180th day before the receipt of such notice and demand. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Applicable Borrower Representative and Agent shall, absent manifest error, be final, conclusive and binding for all purposes. In the Applicable case of any LIBOR Loan or requested LIBOR Loan affected by the circumstances described in the immediately preceding paragraph, Borrower may, if any LIBOR Loan is then outstanding, require the affected Lender to convert each such LIBOR Loan into a Base Rate Loan at the end of the applicable Interest Period or such earlier time as may be required by law, in each case by giving the Agent notice thereof on the Business Day that Borrower was notified by the Lender pursuant to the immediately preceding paragraph; provided, however, that all lenders whose LIBOR Loans are affected by the circumstances described in the immediately preceding paragraph shall be presumptive evidence of treated in the matters set forth thereinsame manner under this paragraph.

Capital Adequacy and Other Adjustments. In the event that any Lender shall have determined that the adoption after the date hereof which is the 180th day prior to the Closing Date of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, liquidity, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, liquidity, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction (including, without limitation, and regardless of the date enacted, adopted or issued, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III) does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder, then US Borrowers in the case of a US Lender or Canadian Borrowers in the case of a Canadian Lender Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Applicable Agent) pay to Applicable Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided that if the respective Lender has unreasonably delayed or withheld such notice and demand, the respective Lender shall not be entitled to receive additional payments amounts pursuant to this Section 1.11(a1.8(a) for periods occurring prior to the 180th day before the receipt of such notice and demand. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Applicable Borrower Representative and the Applicable Agent shall shall, absent manifest error, be presumptive evidence of the matters set forth thereinfinal, conclusive and binding for all purposes.

Capital Adequacy and Other Adjustments. In the event that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s 's or such corporation’s 's capital as a consequence of its obligations hereunder, then US Borrowers in the case of a US Lender or Canadian Borrowers in the case of a Canadian Lender Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Applicable Agent) pay to Applicable Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided that if the respective Lender has unreasonably delayed or withheld such notice and demand, the respective Lender Borrower shall not be entitled liable for the payment of any amount described in this subsection to receive additional payments pursuant to this Section 1.11(a) for periods occurring the extent such amount is incurred prior to the 180th day before preceding the receipt date on which Borrower received notice from such Lender of such notice and demandamount, provided further, that if such law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or other order is retroactive, then the 180 day period shall be extended to include the period of retroactive effect. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Applicable Borrower Representative and the Applicable Agent shall shall, absent manifest error, be presumptive evidence of the matters set forth thereinfinal, conclusive and binding for all purposes.

Capital Adequacy and Other Adjustments. In the event that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing 15 the amount of capital, reserves or other funds required to be maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s 's or such corporation’s 's capital as a consequence of its obligations hereunder, then US Borrowers in the case of a US Lender or Canadian Borrowers in the case of a Canadian Lender Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Applicable Agent) pay to Applicable Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided that if the respective Lender has unreasonably delayed or withheld such notice and demand, the respective Lender shall not be entitled to receive additional payments pursuant to this Section 1.11(a1.8(a) for periods occurring prior to the 180th day before the receipt of such notice and demand. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Applicable Borrower Representative and the Applicable Agent shall be presumptive evidence of the matters set forth therein.

Capital Adequacy and Other Adjustments. In the event that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance (excluding compliance with the implementation at the national level of the Basel Accord) by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s 's or such corporation’s 's capital as a consequence of its obligations hereunder, then US Borrowers in the case of a US Lender or Canadian Borrowers in the case of a Canadian Lender Borrower shall from time to time within fifteen thirty (1530) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Applicable Agent) pay to Applicable Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided that if the respective Lender has unreasonably delayed or withheld such notice and demand, the respective Lender shall not be entitled to receive additional payments pursuant to this Section 1.11(a) for periods occurring prior to the 180th day before the receipt of such notice and demand. A certificate as to the amount of such cost and showing in reasonable detail the basis of the computation of such cost submitted by such Lender to Applicable Borrower Representative and the Applicable Agent shall, absent manifest error, be final, conclusive and binding for all purposes. No Lender shall be presumptive evidence entitled to compensation under this subsection 1.8 to the extent the increase or reduction in respect of which compensation is claimed shall result from an event described in this subsection 1.8 which occurred more than 180 days prior to the matters set forth thereinissuance by such Lender of such notice and demand. For purposes, of this Section 1.8, "BASEL ACCORD" shall mean the proposals for risk-based capital framework described by the Basel Committee on Bank Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as in effect on the date hereof.

Capital Adequacy and Other Adjustments. In the event that any Lender -------------------------------------- shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s 's or such corporation’s 's capital as a consequence of its obligations hereunder, then US Borrowers in the case of a US Lender or Canadian Borrowers in the case of a Canadian Lender Borrower shall from time to time within fifteen (15) days after notice and demand from is delivered by such Lender (together with the certificate referred to in the next sentence and with a copy to Applicable Agent) pay to Applicable Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided that if the respective Lender has unreasonably delayed or withheld such notice and demand, the respective Lender shall not be entitled to receive additional payments pursuant to this Section 1.11(a) for periods occurring prior to the 180th day before the receipt of such notice and demand. A certificate as to the amount of such cost reduction and showing the basis of the computation of such cost reduction submitted by such Lender to Applicable Borrower Representative and the Applicable Agent shall, absent manifest error, be final, conclusive and binding for all purposes. If any Lender becomes (or becomes aware that it will become) entitled to claim any additional amounts pursuant to this Section it shall be presumptive evidence promptly notify Borrower of the matters set forth thereinevent by reason of which it has become so entitled. To the extent subsection 1.2(A) or 1.8(B)(b) imposes a duplicative payment obligation, the Borrower shall not be obligated to make duplicative payments.

Capital Adequacy and Other Adjustments. In the event that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental govemmental (or quasi-quasi governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder, then US Borrowers in the case of a US Lender or Canadian Borrowers in the case of a Canadian Lender Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Applicable Agent) pay to Applicable Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided that if the respective Lender has unreasonably delayed or withheld such notice and demand, the respective Lender shall not be entitled to receive additional payments pursuant to this Section 1.11(a) 1.9 for periods occurring prior to the 180th day before the receipt of such notice and demand. A certificate as to setting forth in reasonable detail the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Applicable Borrower Representative and the Applicable Agent shall be presumptive evidence of the matters set forth therein.

Capital Adequacy and Other Adjustments. (A) In the event that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s 's or such corporation’s 's capital as a consequence of its obligations hereunder, then US Borrowers in the case of a US Lender or Canadian Borrowers in the case of a Canadian Lender Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Applicable Agent) pay to Applicable Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided that if the respective Lender has unreasonably delayed or withheld such notice and demand, the respective Lender shall not be entitled to receive additional payments pursuant to this Section 1.11(a) for periods occurring prior to the 180th day before the receipt of such notice and demand. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Applicable Borrower Representative and Agent shall, absent manifest error, be final, conclusive and binding for all purposes. In the Applicable case of any LIBOR Loan or requested LIBOR Loan affected by the circumstances described in the immediately preceding paragraph, the Borrower may, if any LIBOR Loan is then outstanding, require the affected Lender to convert each such LIBOR Loan into a Base Rate Loan at the end of the applicable Interest Period or such earlier time as may be required by law, in each case by giving the Agent notice thereof on the Business Day that the Borrower was notified by the Lender pursuant to the immediately preceding paragraph; provided, however, that all lenders whose LIBOR Loans are affected by the circumstances described in the immediately preceding paragraph shall be presumptive evidence of treated in the matters set forth thereinsame manner under this paragraph.

Capital Adequacy and Other Adjustments. In the event that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s 's or such corporation’s 's capital as a consequence of its obligations hereunder, then US Borrowers in the case of a US Lender or Canadian Borrowers in the case of a Canadian Lender shall from time to time within fifteen thirty (1530) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Applicable Agent) pay to Applicable Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided that if the respective Lender has unreasonably delayed or withheld such notice and demand, the respective Lender shall not be entitled to receive additional payments pursuant to this Section 1.11(a) for periods occurring prior to the 180th day before the receipt of such notice and demand. A certificate as to the amount of such cost and showing the basis of the computation of such cost (in reasonable detail) submitted by such Lender to Applicable Borrower Representative and Agent shall, absent manifest error, be final, conclusive and binding for all purposes. If a Lender becomes entitled to claim any additional amounts pursuant to this SECTION 1.8(a), it shall promptly notify the Applicable Agent Borrowers thereof. Each Lender shall allocate such cost increases among its customers reasonably and in good faith and on an equitable basis. Notwithstanding anything to the contrary contained herein, (i) the Borrowers will not be presumptive evidence required to compensate any Lender for any such amounts incurred by such Lender more than one hundred eighty (180) days prior to such Lender's written request to the Borrowers for such compensation, and (ii) a Lender shall not be entitled to any compensation described in this SECTION 1.8(a) unless, at the time it requests such compensation, it is the policy or general practice of the matters set forth thereinsuch Lender to request compensation for comparable costs in similar circumstances under other comparable loan agreements.

Capital Adequacy and Other Adjustments. In the event that Administrative and Documentation Agent, Collateral Monitoring Agent or any Lender shall have determined that 32 41 the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Administrative and Documentation Agent, Collateral Monitoring Agent or such Lender or any corporation controlling Administrative and Documentation Agent, Collateral Monitoring Agent or such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by Administrative and Documentation Agent, Collateral Monitoring Agent or such Lender or any corporation controlling Administrative and Documentation Agent, Collateral Monitoring Agent or such Lender and thereby reducing the rate of return on Administrative and Documentation Agent's, Collateral Monitoring Agent's or such Lender’s 's or such corporation’s 's capital as a consequence of its obligations hereunder, then US Borrowers in the case of a US Lender or Canadian Borrowers in the case of a Canadian Lender shall from time to time within fifteen (15) days after notice and demand from such Lender (with a copy to Administrative and Documentation Agent and Collateral Monitoring Agent) or Administrative and Documentation Agent or Collateral Monitoring Agent (together with the certificate referred to in the next sentence and with a copy to Applicable Agentsentence) pay to Applicable Agent, for the account of Administrative and Documentation Agent or Collateral Monitoring Agent or such Lender, Lender additional amounts sufficient to compensate Administrative and Documentation Agent or Collateral Monitoring Agent or such Lender for such reduction; provided that if the respective Lender has unreasonably delayed or withheld such notice and demand, the respective Lender shall not be entitled to receive additional payments pursuant to this Section 1.11(a) for periods occurring prior to the 180th day before the receipt of such notice and demand. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Administrative and Documentation Agent or Collateral Monitoring Agent or any Lender to Applicable Borrower Representative Borrowing Agent shall, absent manifest error, be final, conclusive and the Applicable Agent shall be presumptive evidence of the matters set forth thereinbinding for all purposes.