Common use of Capital Adequacy Charge Clause in Contracts

Capital Adequacy Charge. If Administrative Agent or any Lender shall have determined that the adoption of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof, or compliance by Administrative Agent or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereof, does or shall have the effect of reducing the rate of return on such party’s capital as a consequence of its obligations hereunder to a level below that which Administrative Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration such party’s policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Administrative Agent to Borrower of a written demand therefor (“Capital Adequacy Demand”) together with the certificate described below, Borrower shall pay to such party such additional amount or amounts (“Capital Adequacy Charge”) as will compensate such party for such reduction, such Capital Adequacy Demand to be made within one hundred eighty (180) days following the date that such Capital Adequacy Charge is incurred or subsequently deemed to have been incurred if the determination of such Capital Adequacy Charge is made as a result of a change or reinterpretation of the law, rule or regulation resulting in the Capital Adequacy Charge, subsequent audit discloses the incurrence of such Capital Adequacy Charge or if such law, rule or regulation has retroactive effect. A certificate of Administrative Agent or such Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to Administrative Agent or such Lender, and the method by which such amount was determined. In determining such amount, the applicable party may use any reasonable averaging and attribution method, applied on a non-discriminatory basis.

Capital Adequacy Charge. If Administrative In the event that Agent or any Lender shall have determined that the adoption of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof, thereof or compliance by Administrative Agent or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereof, does or shall have the effect of reducing the rate of return on Agent’s or such partyLender’s capital as a consequence of its obligations hereunder to a level below that which Administrative Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s or such partyLender’s policies with respect to capital adequacy) by a material amountan amount deemed by Agent or such Lender, in its sole discretion, to be material, then from time to time, after submission by Administrative Agent or such Lender to Borrower of a written demand therefor (“Capital Adequacy Demand”) together with the certificate described belowtherefor, Borrower shall pay to such party Agent such additional amount or amounts (“Capital Adequacy Charge”) as will compensate Agent or such party Lender for such reduction, such Capital Adequacy Demand to be made within one hundred eighty (180) days following the date that such Capital Adequacy Charge is incurred or subsequently deemed to have been incurred if the determination of such Capital Adequacy Charge is made as a result of a change or reinterpretation of the law, rule or regulation resulting in the Capital Adequacy Charge, subsequent audit discloses the incurrence of such Capital Adequacy Charge or if such law, rule or regulation has retroactive effect. A certificate of Administrative Agent or such any Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such reductionpayment, the additional amount of the Capital Adequacy Charge or amounts to be paid to Administrative Agent or such Lender, and the method by which such amount was amounts were determined. In determining such amount, the applicable party Agent or such Lender may use any reasonable averaging and attribution method. Notwithstanding the foregoing, applied Agent or such Lender shall not be entitled to any amounts described in this paragraph (i) unless Agent or such Lender is imposing similar assessments on other borrowers or loans of Agent or such Lender that Agent or such Lender has classified as similar to Borrower or the applicable Loans and (ii) to the extent that the event giving rise to such assessment occurred more than 180 days prior to the date such notice and demand is given to Borrower; provided, however, that if the event giving rise to such assessment has a non-discriminatory basisretroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect.

Capital Adequacy Charge. If Administrative Agent or In the event that any Lender (an “Affected Lender”) shall have determined that the adoption (effected after the date hereof) of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof, thereof or compliance by Administrative Agent or any such Affected Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereofauthority, does or shall have the effect of reducing the rate of return on such partyAffected Lender’s capital as a consequence of its obligations hereunder to a level below that which Administrative Agent or such Affected Lender could have achieved but for such adoption, change or compliance (taking into consideration such partyAffected Lender’s policies with respect to capital adequacy) by a material amountan amount deemed by such Affected Lender, in its reasonable discretion, to be material, then from time to time, after submission by Administrative Agent such Affected Lender to Borrower of a written demand therefor therefor, which demand shall be made within sixty (“Capital Adequacy Demand”60) together with the certificate described belowdays of such reduction, Borrower shall pay to such party Affected Lender such additional amount or amounts (“Capital Adequacy Charge”) as will compensate such party Affected Lender for such reduction, such Capital Adequacy Demand to be made within one hundred eighty (180) days following the date that such Capital Adequacy Charge is incurred or subsequently deemed to have been incurred if the determination of such Capital Adequacy Charge is made as a result of a change or reinterpretation of the law, rule or regulation resulting in the Capital Adequacy Charge, subsequent audit discloses the incurrence of such Capital Adequacy Charge or if such law, rule or regulation has retroactive effect. A certificate of Administrative Agent or such Affected Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such reductionpayment, the additional amount of the Capital Adequacy Charge or amounts to be paid to Administrative Agent or such Affected Lender, and the method by which such amount was amounts were determined. In determining such amount, the applicable party such Affected Lender may use any reasonable averaging and attribution methodmethods. Each Lender and Agent agrees to allocate any such cost increase among its similarly situated customers in good faith and on an equitable basis; provided, applied however, that any such Affected Lender shall not be entitled to such amounts unless similar assessments are imposed by such Affected Lender on other comparable borrowers of such Affected Lender. In the event that the provisions of this Section 2.10 or Section 2.3(iv) result in the effective interest rates being charged to Borrower being increased, on a non-discriminatory per annum basis, by more than one quarter percent (1/4%), Borrower may require any such Affected Lender (other than Bank of America) or any Lender (other than Bank of America) subject to a Tax under Section 2.3(iv) to sell and transfer all its interest in this Agreement and its Revolving Credit Note and Revolving Credit Loan Commitments to a substitute Lender (who shall be reasonably acceptable to Agent and Borrower) for a price in cash equal to principal balance of such Affected or other Lender’s outstanding Loans plus all accrued but unpaid interest thereon plus all accrued but unpaid fees due any such Affected or other Lender under the terms hereof. Any such sale and transfer shall be made pursuant to the terms of Section 12.3 hereof. Any Lender who becomes an Affected Lender or who incurs additional Taxes in respect to Section 2.3(iii) or 2.3(iv) above, shall give Borrower prompt written notice of such fact.

Capital Adequacy Charge. If Administrative Agent or In the event that any Lender shall have determined that the adoption (effected after the date hereof) of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof, thereof or compliance by Administrative Agent or such any Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereofauthority, does or shall have the effect of reducing the rate of return on such party’s Lender's capital as a consequence of its obligations hereunder to a level below that which Administrative Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration such party’s Lender's policies with respect to capital adequacy) by a material amountan amount deemed by such Lender, in its reasonable discretion, to be material, then from time to time, after submission by Administrative Agent such Lender to Borrower of a written demand therefor therefor, which demand shall be made within sixty (“Capital Adequacy Demand”60) together with the certificate described belowdays of such reduction, Borrower shall pay to such party Lender such additional amount or amounts (“Capital Adequacy Charge”) as will compensate such party Lender for such reduction, such Capital Adequacy Demand to be made within one hundred eighty (180) days following the date that such Capital Adequacy Charge is incurred or subsequently deemed to have been incurred if the determination of such Capital Adequacy Charge is made as a result of a change or reinterpretation of the law, rule or regulation resulting in the Capital Adequacy Charge, subsequent audit discloses the incurrence of such Capital Adequacy Charge or if such law, rule or regulation has retroactive effect. A certificate of Administrative Agent or such Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such reductionpayment, the additional amount of the Capital Adequacy Charge or amounts to be paid to Administrative Agent or such Lender, and the method by which such amount was amounts were determined. In determining such amount, the applicable party such Lender may use any reasonable averaging and attribution methodmethods. Each Lender and Agent agrees to allocate any such cost increase among its similarly situated customers in good faith and on an equitable basis; provided, applied however, that any such Lender shall not be entitled to such amounts unless similar assessments are imposed by such Lenders on a non-discriminatory basisother comparable borrowers of such Lender.

Capital Adequacy Charge. If Administrative Agent or In the event that any Lender (an "Affected Lender") shall have determined that the adoption (effected after the date hereof) of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof, thereof or compliance by Administrative Agent or any such Affected Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereofauthority, does or shall have the effect of reducing the rate of return on such party’s Affected Lender's capital as a consequence of its obligations hereunder to a level below that which Administrative Agent or such Affected Lender could have achieved but for such adoption, change or compliance (taking into consideration such party’s Affected Lender's policies with respect to capital adequacy) by a material amountan amount deemed by such Affected Lender, in its reasonable discretion, to be material, then from time to time, after submission by Administrative Agent such Affected Lender to Borrower of a written demand therefor therefor, which demand shall be made within sixty (“Capital Adequacy Demand”60) together with the certificate described belowdays of such reduction, Borrower shall pay to such party Affected Lender such additional amount or amounts (“Capital Adequacy Charge”) as will compensate such party Affected Lender for such reduction, such Capital Adequacy Demand to be made within one hundred eighty (180) days following the date that such Capital Adequacy Charge is incurred or subsequently deemed to have been incurred if the determination of such Capital Adequacy Charge is made as a result of a change or reinterpretation of the law, rule or regulation resulting in the Capital Adequacy Charge, subsequent audit discloses the incurrence of such Capital Adequacy Charge or if such law, rule or regulation has retroactive effect. A certificate of Administrative Agent or such Affected Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such reductionpayment, the additional amount of the Capital Adequacy Charge or amounts to be paid to Administrative Agent or such Affected Lender, and the method by which such amount was amounts were determined. In determining such amount, the applicable party such Affected Lender may use any reasonable averaging and attribution methodmethods. Each Lender and Agent agrees to allocate any such cost increase among its similarly situated customers in good faith and on an equitable basis; provided, applied however, that any such Affected Lender shall not be entitled to such amounts unless similar assessments are imposed by such Affected Lender on other comparable borrowers of such Affected Lender. In the event that the provisions of this Section 2.9 and/or Section 2.1.1(B)(iv) result in the effective interest rates being charged to Borrower by any Lender being increased, on a non-discriminatory per annum basis, by more than one quarter percent (1/4%), Borrower, at its option and expense, may obtain a substitute Lender (who shall be reasonably acceptable to Agent) for such Lender. In such event, Borrower shall provide written notice to any such Affected Lender or other Lender and Agent that Borrower requires any such Affected Lender or any Lender subject to a Tax under Section 2.1.1(B)(iv) to sell and transfer all its interest in this Agreement and its Revolving Credit Note, Term Note A, Term Note B, Revolving Credit Loan Commitments and interests and obligations in respect to the LC Amount to a substitute Lender (who shall be reasonably acceptable to Agent) for a price in cash equal to principal balance of such Affected Lender or other Lender's outstanding Loans plus all accrued but unpaid interest thereon plus all accrued but unpaid fees due any such Affected Lender or other Lender under the terms hereof. Any such sale and transfer shall be made within thirty (30) days after such Affected Lender or other Lender's and Agent's receipt of Borrower's notice referred to hereunder pursuant to the terms of Section 12.3(c) hereof. Any Lender who becomes an Affected Lender shall, within ten (10) days of the circumstances giving rise to such fact, give Borrower written notice of such fact.

Capital Adequacy Charge. If Administrative Agent or any Lender Bank shall have determined that the adoption of any law, rule or regulation regarding capital adequacy, or any change therein or Change in the interpretation or application thereof, or compliance by Administrative Agent or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereof, Law does or shall have the effect of reducing the rate of return on such partyBank’s capital as a consequence of its obligations hereunder to a level below that which Administrative Agent or such Lender Bank could have achieved but for such adoption, change or compliance Change in Law (taking into consideration such partyBank’s policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Administrative Agent Bank to Borrower Borrowers of a written demand therefor (“Capital Adequacy Demand”) together with the certificate described below, Borrower Borrowers shall pay to such party Bank such additional amount or amounts (“Capital Adequacy Charge”) as will compensate such party Bank for such reduction, such Capital Adequacy Demand written demand to be made within one hundred eighty (180) days with reasonable promptness following the date that such Capital Adequacy Charge is incurred or subsequently deemed to have been incurred if the determination of such Capital Adequacy Charge is made as a result of a change or reinterpretation of the law, rule or regulation resulting in the Capital Adequacy Charge, subsequent audit discloses the incurrence of such Capital Adequacy Charge or if such law, rule or regulation has retroactive effectdetermination. A certificate of Administrative Agent or such Lender Bank claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge additional amount or amounts to be paid to Administrative Agent or such LenderBank, and the method by which such amount was determined. In determining such amount, the applicable party Bank may use any reasonable averaging and attribution method, applied on a non-discriminatory basis. Borrowers shall pay Bank the amount shown as due on any such certificate within ten (10) days after receipt thereof. Failure or delay on the part of Bank to demand compensation pursuant to this section shall not constitute a waiver of Bank’s right to demand such compensation; provided that Borrowers shall not be required to compensate Bank pursuant to this section for any increased costs or reductions incurred more than two hundred seventy (270) days prior to the date that Bank notifies Borrowers of the Change in Law giving rise to such increased costs or reductions and of Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Adequacy Charge. If Administrative Agent or after the Closing Date, any Lender shall have determined determines that (i) the adoption of any Applicable Law regarding capital requirements for banks or bank holding companies or the subsidiaries thereof, (ii) any change in the interpretation or administration of any such law, rule or regulation regarding capital adequacyby any governmental authority, central bank, or any change therein or in comparable agency charged with the interpretation or application administration thereof, or (iii) compliance by Administrative Agent any Lender or such Lender its holding company with any request or directive of any such governmental authority, central bank or comparable agency regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereof), does or shall have has the effect of reducing the rate of return on such party’s any Lender's capital as a consequence of its obligations hereunder to a level below that which Administrative Agent or such Lender could have achieved (taking into consideration such Lender's and its holding company's policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that such Lender's capital was fully utilized prior to such adoption, change or compliance) but for such adoption, change or compliance as a consequence of such Lender's Commitments to make the Revolver Loans pursuant hereto by any amount deemed by such Lender to be material: (taking into consideration a) such party’s policies with respect Lender is promptly, after such Lender's determination of such occurrence, to capital adequacygive notice thereof to Agent and Borrowers, and (b) by a material amountBorrowers, then jointly and severally, shall be obliged to pay to such Lender as an additional fee from time to time, after submission by Administrative Agent on demand, such amount as such Lender certifies to Borrower of a written demand therefor (“Capital Adequacy Demand”) together with be the certificate described below, Borrower shall pay to such party such additional amount or amounts (“Capital Adequacy Charge”) as that will compensate such party Lender for such reduction, such Capital Adequacy Demand to be made within one hundred eighty (180) days following the date that such Capital Adequacy Charge is incurred or subsequently deemed to have been incurred if the determination of such Capital Adequacy Charge is made as a result of a change or reinterpretation of the law, rule or regulation resulting in the Capital Adequacy Charge, subsequent audit discloses the incurrence of such Capital Adequacy Charge or if such law, rule or regulation has retroactive effect. A certificate of Administrative Agent or such Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set such compensation, setting forth the nature of the occurrence giving rise to such reductioncompensation, the additional amount of the Capital Adequacy Charge or amounts to be paid to Administrative Agent or such Lender, and the method by which such amount was determinedamounts were determined will be conclusive in the absence of manifest error. In determining such amount, the applicable party such Lender may use any reasonable averaging and attribution method, applied on a non-discriminatory basis.

Capital Adequacy Charge. If Administrative Agent or any Lender Bank shall have determined that the adoption of any law, rule or regulation regarding capital adequacy, or any change therein or Change in the interpretation or application thereof, or compliance by Administrative Agent or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereof, Law does or shall have the effect of reducing the rate of return on such partyBank’s capital as a consequence of its obligations hereunder to a level below that which Administrative Agent or such Lender Bank could have achieved but for such adoption, change or compliance Change in Law (taking into consideration such partyBank’s policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Administrative Agent Bank to Borrower of a written demand therefor (“Capital Adequacy Demand”) together with the certificate described below, Borrower shall pay to such party Bank such additional amount or amounts (“Capital Adequacy Charge”) as will compensate such party Bank for such reduction, such Capital Adequacy Demand written demand to be made within one hundred eighty (180) days with reasonable promptness following the date that such Capital Adequacy Charge is incurred or subsequently deemed to have been incurred if the determination of such Capital Adequacy Charge is made as a result of a change or reinterpretation of the law, rule or regulation resulting in the Capital Adequacy Charge, subsequent audit discloses the incurrence of such Capital Adequacy Charge or if such law, rule or regulation has retroactive effectdetermination. A certificate of Administrative Agent or such Lender Bank claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge additional amount or amounts to be paid to Administrative Agent or such LenderBank, and the method by which such amount was determined. In determining such amount, the applicable party Bank may use any reasonable averaging and attribution method, applied on a non-discriminatory basis. Borrower shall pay Bank the amount shown as due on any such certificate within ten (10) days after receipt thereof. Failure or delay on the part of Bank to demand compensation pursuant to this section shall not constitute a waiver of Bank’s right to demand such compensation; provided that Borrower shall not be required to compensate Bank pursuant to this section for any increased costs or reductions incurred more than two hundred seventy (270) days prior to the date that Bank notifies Borrower of the Change in Law giving rise to such increased costs or reductions and of Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Adequacy Charge. If Administrative Agent or any Lender shall have determined ----------------------- that the adoption of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof, or compliance by Administrative Agent or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereof, does or shall have the effect of reducing the rate of return on such party’s 's capital as a consequence of its obligations hereunder to a level below that which Administrative Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration such party’s 's policies with respect to capital adequacy) by a material amount, then from time to time, after submission by Administrative Agent to Borrower of a written demand therefor (“"Capital Adequacy Demand”") together with the certificate described below, Borrower shall pay to such party such additional amount or amounts (“"Capital Adequacy Charge”") as will compensate such party for such reduction, such Capital Adequacy Demand to be made within one hundred eighty (180) days following the date that such Capital Adequacy Charge is incurred or subsequently deemed to have been incurred if the determination of such Capital Adequacy Charge is made as a result of a change or reinterpretation of the law, rule or regulation resulting in the Capital Adequacy Charge, subsequent audit discloses the incurrence of such Capital Adequacy Charge or if such law, rule or regulation has retroactive effect. A certificate of Administrative Agent or such Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to Administrative Agent or such Lender, and the method by which such amount was determined. In determining such amount, the applicable party may use any reasonable averaging and attribution method, applied on a non-discriminatory basis.

Capital Adequacy Charge. If Administrative Agent or In the event that any Lender (an "Affected Lender") shall have determined that the adoption (effected after the date hereof) of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof, thereof or compliance by Administrative Agent or any such Affected Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereofauthority, does or shall have the effect of reducing the rate of return on such party’s Affected Lender's capital as a consequence of its obligations hereunder to a level below that which Administrative Agent or such Affected Lender could have achieved but for such adoption, change or compliance (taking into consideration such party’s Affected Lender's policies with respect to capital adequacy) by a material amountan amount deemed by such Affected Lender, in its reasonable discretion, to be material, then from time to time, after submission by Administrative Agent such Affected Lender to Borrower of a written demand therefor therefor, which demand shall be made within sixty (“Capital Adequacy Demand”60) together with the certificate described belowdays of such reduction, Borrower shall pay to such party Affected Lender such additional amount or amounts (“Capital Adequacy Charge”) as will compensate such party Affected Lender for such reduction, such Capital Adequacy Demand to be made within one hundred eighty (180) days following the date that such Capital Adequacy Charge is incurred or subsequently deemed to have been incurred if the determination of such Capital Adequacy Charge is made as a result of a change or reinterpretation of the law, rule or regulation resulting in the Capital Adequacy Charge, subsequent audit discloses the incurrence of such Capital Adequacy Charge or if such law, rule or regulation has retroactive effect. A certificate of Administrative Agent or such Affected Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such reductionpayment, the additional amount of the Capital Adequacy Charge or amounts to be paid to Administrative Agent or such Affected Lender, and the method by which such amount was amounts were determined. In determining such amount, the applicable party such Affected Lender may use any reasonable averaging and attribution methodmethods. Each Lender and Agent agrees to allocate any such cost increase among its similarly situated customers in good faith and on an equitable basis; provided, applied however, that any such Affected Lender shall not be entitled to such amounts unless similar assessments are imposed by such Affected Lender on other comparable borrowers of such Affected Lender. In the event that the provisions of this Section 2.10 or Section 2.3(iv) result in the effective interest rates being charged to Borrower being increased, on a non-discriminatory per annum basis, by more than one quarter percent (1/4%), Borrower may require any such Affected Lender (other than FCC) or any Lender (other than FCC) subject to a Tax under Section 2.3(iv) to sell and transfer all its interest in this Agreement and its Revolving Credit Note, Term A Note and Term B Note and Revolving Credit Loan Commitments and Term Loan B Commitments to a substitute Lender (who shall be reasonably acceptable to Agent and Borrower) for a price in cash equal to principal balance of such Affected or other Lender's outstanding Loans plus all accrued but unpaid interest thereon plus all accrued but unpaid fees due any such Affected or other Lender under the terms hereof. Any such sale and transfer shall be made pursuant to the terms of Section 12.3 hereof. Any Lender who becomes an Affected Lender or who incurs additional Taxes in respect to Section 2.3(iii) or 2.3(iv) above, shall give Borrower prompt written notice of such fact.

Capital Adequacy Charge. If Administrative Agent or any Lender shall have determined that the adoption any Change in Law affecting Lender or any lending office of any lawLender or Lender’s holding company, rule or regulation if any, regarding capital adequacy, or any change therein or in the interpretation or application thereof, or compliance by Administrative Agent or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authority enacted after the date hereofliquidity requirements, does or shall have the effect of reducing the rate of return on such partyLender’s (or Lender’s holding company, if any) does or shall have the effect of reducing the rate of return on Lender’s capital as a consequence of its this Agreement, Lender’s commitment, the Loans made or Letters of Credit issued by Lender or Lender’s obligations hereunder to a level below that which Administrative Agent Lender (or such Lender Lender’s holding company, if any) could have achieved but for such adoption, change or compliance (taking into consideration such partyLender’s policies with respect to capital adequacyadequacy and liquidity) by a material amount, then from time to time, after submission by Administrative Agent Lender to Borrower of a written demand therefor (“Capital Adequacy Demand”) together with the certificate described below, Borrower shall pay to such party Lender within ten (10) days of demand such additional amount or amounts (“Capital Adequacy Charge”) as will compensate such party Lender for such reduction, such Capital Adequacy Demand written demand to be made within one hundred eighty (180) days promptly following the date that such Capital Adequacy Charge is incurred or subsequently deemed to have been incurred if the determination of such Capital Adequacy Charge is made as a result of a change or reinterpretation of the law, rule or regulation resulting in the Capital Adequacy Charge, subsequent audit discloses the incurrence of such Capital Adequacy Charge or if such law, rule or regulation has retroactive effectdetermination. A certificate of Administrative Agent or such Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge additional amount or amounts to be paid to Administrative Agent or such Lender, and the method by which such amount was determined. In determining such amount, the applicable party Lender may use any reasonable averaging and attribution method, applied on a non-discriminatory non‑discriminatory basis; provided that if the Lender fails to give such notice within one hundred eighty (180) days after it obtains knowledge of such Change in Law, the Lender shall, with respect to compensation payable pursuant to this Section, only be entitled to payment for costs incurred from and after the date one hundred eighty (180) days prior to the date that the Lender does give such notice. A certificate of Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such reduction, the amount of the additional amount or amounts to be paid to Lender, and the method by which such amount was determined. In determining such amount, Lender may use any reasonable averaging and attribution method, applied on a non‑discriminatory basis.