Common use of Capital Adequacy or Liquidity Adjustment Clause in Contracts

Capital Adequacy or Liquidity Adjustment. In the event that any Lender or any Fronted LC Issuing Bank shall have determined that any Change in Law affecting such Lender or such Fronted LC Issuing Bank, any of its applicable lending offices or any corporation controlling such Lender or such Fronted LC Issuing Bank, as the case may be, regarding capital adequacy or liquidity has or would have the effect of reducing the rate of return on the capital of such Lender or such Fronted LC Issuing Bank or any corporation controlling such Lender or such Fronted LC Issuing Bank as a consequence of, or with reference to, such Lender’s Loans or Commitments, or participations therein or other obligations hereunder with respect to the Loans, or the Fronted Letters of Credit issued by such Fronted LC Issuing Bank, to a level below that which such Lender or such Fronted LC Issuing Bank or such controlling corporation could have achieved but for such Change in Law (taking into consideration the policies of such Lender or such Fronted LC Issuing Bank or such controlling corporation with regard to capital adequacy and liquidity), then from time to time, subject to Section 2.4C(iv), the Borrower shall pay to such Lender or such Fronted LC Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Fronted LC Issuing Bank or such controlling corporation on an after-tax basis for such reduction. Such Lender or such Fronted LC Issuing Bank, as the case may be, shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy or Liquidity Adjustment. In the event that any Lender or any Fronted LC Issuing Bank shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) the adoption, effectiveness, phase‑in or applicability of any Change law, rule or regulation (or any provision thereof) regarding capital adequacy or liquidity, or any change therein or in Law affecting such the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or such Fronted LC Issuing Bank, any of its applicable lending offices office) or any corporation controlling company Controlling such Lender with any guideline, request or such Fronted LC Issuing Bank, as the case may be, directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case, after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender or such Fronted LC Issuing Bank Lender’s or any corporation controlling company Controlling such Lender or such Fronted LC Issuing Bank as a consequence of, or with reference to, such Lender’s Lender Loans or Commitments, or participations therein Commitments or other obligations hereunder with respect to the Loans, or the Fronted Letters of Credit issued by such Fronted LC Issuing Bank, Loans to a level below that which such Lender or such Fronted LC Issuing Bank or such controlling corporation Controlling company could have achieved but for such Change in Law adoption, effectiveness, phase‑in, applicability, change or compliance (taking into consideration the policies of such Lender or such Fronted LC Issuing Bank or such controlling corporation Controlling company with regard to capital adequacy and liquidity), then from time to time, subject within fifteen (15) days after receipt by Borrower from such Lender of the statement referred to Section 2.4C(iv)in the next sentence, the Borrower shall pay to such Lender or such Fronted LC Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Fronted LC Issuing Bank or such controlling corporation on an after-tax basis Controlling company for such reduction; provided, that no Credit Party shall be required to compensate any Lender pursuant to this Section 2.18(b) in respect of any reduction of return or other triggering event under this Section 2.18(b) that occurred more than 180 days prior to the date that Borrower receives such statement from such Lender; provided, further, that if the circumstances giving rise to such reduction of return or other triggering event are retroactive, then the 180‑day period referred to above shall be extended to include the period of retroactive effect. Such Lender or such Fronted LC Issuing Bank, as the case may be, shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amountsamounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.18 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States or foreign regulatory authority (i) under or in connection with the implementation of the Xxxx‑Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto).

Capital Adequacy or Liquidity Adjustment. In the event that any Lender or any Fronted LC Issuing Bank shall have determined that the adoption, effectiveness, phase-in or applicability of any Change in Law affecting such regarding capital adequacy, liquidity or compliance by any Lender (or such Fronted LC Issuing Bank, any of its applicable lending offices or office) with any corporation controlling such Lender or such Fronted LC Issuing Bank, as the case may be, Change in Law regarding capital adequacy or liquidity has or would have the effect of reducing the rate of return on the capital of such Lender or such Fronted LC Issuing Bank or any corporation controlling such Lender or such Fronted LC Issuing Bank as a consequence of, or with reference to, such Lender’s Loans or CommitmentsLoans, or participations therein or other obligations hereunder with respect to the Loans, or the Fronted Letters of Credit issued by such Fronted LC Issuing Bank, to a level below that which such Lender or such Fronted LC Issuing Bank or such controlling corporation could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such Fronted LC Issuing Bank or such controlling corporation with regard to capital adequacy and or liquidity), then from time to time, subject within five (5) Business Days after receipt by Parent from such Lender of the statement referred to Section 2.4C(iv)in the next sentence, the Borrower Parent shall pay to such Lender or such Fronted LC Issuing Bank, as the case may be, such additional amount or amounts as will shall compensate such Lender or such Fronted LC Issuing Bank or such controlling corporation on an after-after- tax basis for such reduction. Such Lender or such Fronted LC Issuing Bank, as the case may be, shall deliver to the Borrower Parent (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amountsamounts owed to Lender under this Section 2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.. (c) Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.15 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that Parent shall not be required to compensate a Lender pursuant to this Section 2.15 for any increased costs incurred or reductions suffered if such Lender fails to provide Parent with notice of such increased costs or reductions within ninety (90) days of such Lender actually incurring such increased costs (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90 (90) day period referred to above shall be extended to include the period of retroactive effect thereof). Section 2.16

Capital Adequacy or Liquidity Adjustment. In the event that any Lender or any Fronted LC Issuing Bank shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that the adoption, effectiveness, phase-in or applicability of any Change law, rule or regulation (or any provision thereof) regarding capital adequacy or liquidity, or any change therein or in Law affecting the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or any Issuing Bank (or its applicable lending office) or any company Controlling such Lender or such Fronted LC Issuing BankBank with any guideline, any of its applicable lending offices request or any corporation controlling such Lender or such Fronted LC Issuing Bank, as the case may be, directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case, after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender Lender’s or such Fronted LC Issuing Bank or any corporation controlling company Controlling such Lender or such Fronted LC Issuing Bank as a consequence of, or with reference to, such LenderLender or such Issuing Bank’s Loans or Commitments, or participations therein Commitments or other obligations hereunder with respect to the Loans, or the Fronted participations in or issuance of Letters of Credit issued by such Fronted LC Lender or such Issuing Bank, to a level below that which such Lender or such Fronted LC Issuing Bank or such controlling corporation Controlling company could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such Fronted LC Issuing Bank or such controlling corporation Controlling company with regard to capital adequacy and liquidity), then from time to time, subject within fifteen (15) days after receipt by Borrower Representative from such Lender or such Issuing Bank of the statement referred to Section 2.4C(iv)in the next sentence, the Borrower Borrowers shall pay to such Lender or such Fronted LC Issuing Bank, as the case may be, Bank such additional amount or amounts as will compensate such Lender or such Fronted LC Issuing Bank or such controlling corporation on an after-tax basis Controlling company for such reduction; provided, that no Credit Party shall be required to compensate any Lender or any Issuing Bank pursuant to this Section 2.18(b) in respect of any reduction of return or other triggering event under this Section 2.18(b) that occurred more than 180 days prior to the date that Borrower Representative receives such statement from such Lender or such Issuing Bank; provided, further, that if the circumstances giving rise to such reduction of return or other triggering event are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect. Such Lender or such Fronted LC Issuing Bank, as the case may be, Bank shall deliver to the Borrower Representative (with a copy to the Administrative Agent) a written statement, statement setting forth in reasonable detail the basis for calculating the additional amountsamounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.. For the avoidance of doubt, subsections (a) and (b) of this Section 2.18 shall apply to all requests,

Capital Adequacy or Liquidity Adjustment. In the event that any Lender or any Fronted LC Issuing Bank shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) the adoption, effectiveness, phase-in or applicability of any Change law, rule or regulation (or any provision thereof) regarding capital adequacy or liquidity, or any change therein or in Law affecting the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or any Issuing Bank (or its applicable lending office) or any company Controlling such Lender or such Fronted LC Issuing BankBank with any guideline, any of its applicable lending offices request or any corporation controlling such Lender or such Fronted LC Issuing Bank, as the case may be, directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case, after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender Lender’s or such Fronted LC Issuing Bank or any corporation controlling company Controlling such Lender or such Fronted LC Issuing Bank as a consequence of, or with reference to, such LenderLender or such Issuing Bank’s Loans or Commitments, or participations therein Commitments or other obligations hereunder with respect to the Loans, or the Fronted participations in or issuance of Letters of Credit issued by such Fronted LC Lender or such Issuing Bank, to a level below that which such Lender or such Fronted LC Issuing Bank or such controlling corporation Controlling company could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such Fronted LC Issuing Bank or such controlling corporation Controlling company with regard to capital adequacy and liquidity), then from time to time, subject within fifteen (15) days after receipt by Borrower Representative from such Lender or such Issuing Bank of the statement referred to Section 2.4C(iv)in the next sentence, the Borrower Borrowers shall pay to such Lender or such Fronted LC Issuing Bank, as the case may be, Bank such additional amount or amounts as will compensate such Lender or such Fronted LC Issuing Bank or such controlling corporation on an after-tax basis Controlling company for such reduction; provided, that no Credit Party shall be required to compensate any Lender or any Issuing Bank pursuant to this Section 2.18(b) in respect of any reduction of return or other triggering event under this Section 2.18(b) that occurred more than 180 days prior to the date that Borrower Representative receives such statement from such Lender or such Issuing Bank; provided, further, that if the circumstances giving rise to such reduction of return or other triggering event are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect. Such Lender or such Fronted LC Issuing Bank, as the case may be, Bank shall deliver to the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amountsamounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.18 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States or foreign regulatory authority (i) under or in connection with the implementation of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto).

Capital Adequacy or Liquidity Adjustment. In the event that any Lender or any Fronted LC Issuing Bank shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that the adoption, effectiveness, phase-in or applicability of any Change law, rule or regulation (or any provision thereof) regarding capital adequacy or liquidity, or any change therein or in Law affecting the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or any Issuing Bank (or its applicable lending office) or any company Controlling such Lender or such Fronted LC Issuing BankBank with any guideline, any of its applicable lending offices request or any corporation controlling such Lender or such Fronted LC Issuing Bank, as the case may be, directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case, after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender Lender’s or such Fronted LC Issuing Bank or any corporation controlling company Controlling such Lender or such Fronted LC Issuing Bank as a consequence of, or with reference to, such LenderLender or such Issuing Bank’s Loans or Commitments, or participations therein Commitments or other obligations hereunder with respect to the Loans, or the Fronted participations in or issuance of Letters of Credit issued by such Fronted LC Lender or such Issuing Bank, to a level below that which such Lender or such Fronted LC Issuing Bank or such controlling corporation Controlling company could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such Fronted LC Issuing Bank or such controlling corporation Controlling company with regard to capital adequacy and liquidity), then from time to time, subject within fifteen (15) days after receipt by Borrower Representative from such Lender or such Issuing Bank of the statement referred to Section 2.4C(iv)in the next sentence, the Borrower Borrowers shall pay to such Lender or such Fronted LC Issuing Bank, as the case may be, Bank such additional amount or amounts as will compensate such Lender or such Fronted LC Issuing Bank or such controlling corporation on an after-tax basis Controlling company for such reduction; provided, that no Credit Party shall be required to compensate any Lender or any Issuing Bank pursuant to this Section 2.18(b) in respect of any reduction of return or other triggering event under this Section 2.18(b) that occurred more than 180 days prior to the date that Borrower Representative receives such statement from such Lender or such Issuing Bank; provided, further, that if the circumstances giving rise to such reduction of return or other triggering event are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect. Such Lender or such Fronted LC Issuing Bank, as the case may be, Bank shall deliver to the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amountsamounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.18 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States or foreign regulatory authority (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto).

Capital Adequacy or Liquidity Adjustment. In the event that any Lender or any Fronted LC Issuing Bank shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) the adoption, effectiveness, phase-in or applicability of any Change law, rule or regulation (or any provision thereof) regarding capital adequacy or liquidity, or any change therein or in Law affecting the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or any Issuing Bank (or its applicable lending office) or any company Controlling such Lender or such Fronted LC Issuing BankBank with any guideline, any of its applicable lending offices request or any corporation controlling such Lender or such Fronted LC Issuing Bank, as the case may be, directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case, after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender Lender’s or such Fronted LC Issuing Bank or any corporation controlling company Controlling such Lender or such Fronted LC Issuing Bank as a consequence of, or with reference to, such LenderLender or such Issuing Bank’s Loans or Commitments, or participations therein Commitments or other obligations hereunder with respect to the Loans, or the Fronted participations in or issuance of Letters of Credit issued by such Fronted LC Lender or such Issuing Bank, to a level below that which such Lender or such Fronted LC Issuing Bank or such controlling corporation Controlling company could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such Fronted LC Issuing Bank or such controlling corporation Controlling company with regard to capital adequacy and liquidity), then from time to time, subject within fifteen (15) days after receipt by Borrower Representative from such Lender or such Issuing Bank of the statement referred to Section 2.4C(iv)in the next sentence, the Borrower Borrowers shall pay to such Lender or such Fronted LC Issuing Bank, as the case may be, Bank such additional amount or amounts as will compensate such Lender or such Fronted LC Issuing Bank or such controlling corporation on an after-tax basis Controlling company for such reduction; provided, that no Credit Party shall be required to compensate any Lender or any Issuing Bank pursuant to this Section 2.18(b) in respect of any reduction of return or other triggering event under this Section 2.18(b) that occurred more than 180 days prior to the date that Borrower Representative receives such statement from such Lender or such Issuing Bank; provided, further, that if the circumstances giving rise to such reduction of return or other triggering event are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect. Such Lender or such Fronted LC Issuing Bank, as the case may be, Bank shall deliver to the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amountsamounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.18 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States or foreign regulatory authority (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date NAI-1537228099v3 adopted, issued, promulgated or implemented (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto).

Capital Adequacy or Liquidity Adjustment. In the event that any Lender or any Fronted LC Issuing Bank shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that the adoption, effectiveness, phase-in or applicability of any Change law, rule or regulation (or any provision thereof) regarding capital adequacy or liquidity, or any change therein or in Law affecting the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or any Issuing Bank (or its applicable lending office) or any company Controlling such Lender or such Fronted LC Issuing BankBank with any guideline, any of its applicable lending offices request or any corporation controlling such Lender or such Fronted LC Issuing Bank, as the case may be, directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case, after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender Lender’s or such Fronted LC Issuing Bank or any corporation controlling company Controlling such Lender or such Fronted LC Issuing Bank as a consequence of, or with reference to, such LenderLender or such Issuing Bank’s Loans or Commitments, or participations therein Commitments or other obligations hereunder with respect to the Loans, or the Fronted participations in or issuance of Letters of Credit issued by such Fronted LC Lender or such Issuing Bank, to a level below that which such Lender or such Fronted LC Issuing Bank or such controlling corporation Controlling company could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such Fronted LC Issuing Bank or such controlling corporation Controlling company with regard to capital adequacy and liquidity), then from time to time, subject within fifteen (15) days after receipt by Borrower Representative from such Lender or such NAI-1537241654v2 Issuing Bank of the statement referred to Section 2.4C(iv)in the next sentence, the Borrower Borrowers shall pay to such Lender or such Fronted LC Issuing Bank, as the case may be, Bank such additional amount or amounts as will compensate such Lender or such Fronted LC Issuing Bank or such controlling corporation on an after-tax basis Controlling company for such reduction; provided, that no Credit Party shall be required to compensate any Lender or any Issuing Bank pursuant to this Section 2.18(b) in respect of any reduction of return or other triggering event under this Section 2.18(b) that occurred more than 180 days prior to the date that Borrower Representative receives such statement from such Lender or such Issuing Bank; provided, further, that if the circumstances giving rise to such reduction of return or other triggering event are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect. Such Lender or such Fronted LC Issuing Bank, as the case may be, Bank shall deliver to the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amountsamounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.18 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States or foreign regulatory authority (i) under or in connection with the implementation of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto).

Capital Adequacy or Liquidity Adjustment. In the event that any Lender or any Fronted LC Issuing Bank shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) the adoption, effectiveness, phase-in or applicability of any Change law, rule or regulation (or any provision thereof) regarding capital adequacy or liquidity, or any change therein or in Law affecting such the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or such Fronted LC Issuing Bank, any of its applicable lending offices office) or any corporation controlling company Controlling such Lender with any guideline, request or such Fronted LC Issuing Bank, as the case may be, directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case, after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender or such Fronted LC Issuing Bank Lender’s or any corporation controlling company Controlling such Lender or such Fronted LC Issuing Bank as a consequence of, or with reference to, such Lender’s Lender Loans or Commitments, or participations therein Commitments or other obligations hereunder with respect to the Loans, or the Fronted Letters of Credit issued by such Fronted LC Issuing Bank, Loans to a level below that which such Lender or such Fronted LC Issuing Bank or such controlling corporation Controlling company could have achieved but for such Change in Law adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such Fronted LC Issuing Bank or such controlling corporation Controlling company with regard to capital adequacy and liquidity), then from time to time, subject within fifteen (15) days after receipt by Borrower from such Lender of the statement referred to Section 2.4C(iv)in the next sentence, the Borrower shall pay to such Lender or such Fronted LC Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Fronted LC Issuing Bank or such controlling corporation on an after-tax basis Controlling company for such reduction; provided, that no Credit Party shall be required to compensate any Lender pursuant to this Section 2.18(b) in respect of any reduction of return or other triggering event under this Section 2.18(b) that occurred more than 180 days prior to the date that Borrower receives such statement from such Lender; provided, further, that if the circumstances giving rise to such reduction of return or other triggering event are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect. Such Lender or such Fronted LC Issuing Bank, as the case may be, shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amountsamounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.18 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States or foreign regulatory authority (i) under or in connection with the implementation of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto).

Capital Adequacy or Liquidity Adjustment. In the event that any Lender or any Fronted LC Issuing Bank shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) the adoption, effectiveness, phasein or applicability of any Change law, rule or regulation (or any provision thereof) regarding capital adequacy or liquidity, or any change therein or in Law affecting the interpretation or administration thereof by any Governmental 104 DOC ID - 36220401.1 Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or any Issuing Bank (or its applicable lending office) or any company Controlling such Lender or such Fronted LC Issuing BankBank with any guideline, any of its applicable lending offices request or any corporation controlling such Lender or such Fronted LC Issuing Bank, as the case may be, directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case, after the Closing Date, has or would have the effect of reducing the rate of return on the capital of such Lender Lender’s or such Fronted LC Issuing Bank or any corporation controlling company Controlling such Lender or such Fronted LC Issuing Bank as a consequence of, or with reference to, such LenderLender or such Issuing Bank’s Loans or Commitments, or participations therein Commitments or other obligations hereunder with respect to the Loans, or the Fronted participations in or issuance of Letters of Credit issued by such Fronted LC Lender or such Issuing Bank, to a level below that which such Lender or such Fronted LC Issuing Bank or such controlling corporation Controlling company could have achieved but for such Change in Law adoption, effectiveness, phasein, applicability, change or compliance (taking into consideration the policies of such Lender or such Fronted LC Issuing Bank or such controlling corporation Controlling company with regard to capital adequacy and liquidity), then from time to time, subject within fifteen (15) days after receipt by Borrower Representative from such Lender or such Issuing Bank of the statement referred to Section 2.4C(iv)in the next sentence, the Borrower Borrowers shall pay to such Lender or such Fronted LC Issuing Bank, as the case may be, Bank such additional amount or amounts as will compensate such Lender or such Fronted LC Issuing Bank or such controlling corporation on an after-tax basis Controlling company for such reduction; provided, that no Credit Party shall be required to compensate any Lender or any Issuing Bank pursuant to this Section 2.18(b) in respect of any reduction of return or other triggering event under this Section 2.18(b) that occurred more than 180 days prior to the date that Borrower Representative receives such statement from such Lender or such Issuing Bank; provided, further, that if the circumstances giving rise to such reduction of return or other triggering event are retroactive, then the 180day period referred to above shall be extended to include the period of retroactive effect. Such Lender or such Fronted LC Issuing Bank, as the case may be, Bank shall deliver to the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amountsamounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.18 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States or foreign regulatory authority (i) under or in connection with the implementation of the DoddFrank Wall Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto).