Common use of Capital Adequacy Clause in Contracts

Capital Adequacy. If after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s capital as a consequence of its obligations hereunder with respect to the Loans to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If Except as otherwise reflected in the interest rate applicable under this Agreement, if any Bank or the Issuing Bank shall have determined that, after the date hereof, the adoption of any Applicable applicable Law regarding the capital adequacy or liquidity of banks or bank holding companiesadequacy, or any change Change in Applicable Law (whether adopted before or after the Effective Date) Law, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including or any such change resulting from the enactment request or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any 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, whether or not having the force of law, has or would have the effect of reducing the rate of return on capital of such Bank or the Issuing Bank (or any Lender’s capital corporation controlling such Bank or the Issuing Bank) as a consequence of its such Bank’s or the Issuing Bank’s obligations hereunder with respect to the Loans to a level below that which it such Bank or the Issuing Bank (or any corporation controlling such Bank or the Issuing Bank) could have achieved but for such adoption, change change, request or compliance directive (taking into consideration such Lender’s its policies with respect to capital adequacy adequacy), in each case, whether or liquidity immediately before such adoptionnot having the force of law, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender Bank or the Issuing Bank to be material, thenthen from time to time, upon within fifteen (15) days after demand by such LenderBank or the Issuing Bank, the applicable Borrower shall promptly pay to such Lender Bank or the Issuing Bank such additional amount or amounts as shall be sufficient to will, in such Bank’s or the Issuing Bank’s reasonable determination, fairly compensate such Lender Bank or the Issuing Bank (on an after-tax basis and without duplication of amounts paid by or any corporation controlling such Bank or the Borrower pursuant to Section 10.3Issuing Bank) for such reduced return which is reasonably allocable reduction. A Borrower shall only be obligated to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand pay a Bank or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein Issuing Bank such cost increases to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 extent such Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, Issuing Bank has allocated such costs among its customers in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph good faith and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions an equitable and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)nondiscriminatory basis.

Capital Adequacy. If after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Agreement Date) or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s capital as a consequence of its obligations hereunder with respect to the Loans to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If after the date hereof, any Lender shall reasonably determine that the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companiestaking effect of, or any change in, any applicable Law regarding capital adequacy, in Applicable Law (whether adopted before or each instance, after the Effective Closing Date) , or any change after the Closing Date in the interpretation interpretation, administration or administration application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation interpretation, administration or administration application thereof, including any such change resulting from or the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by any Lender or any Person controlling such Lender (or the bank holding company of such Lender) with any request, guideline or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyagency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on any such Lender’s or such controlling Person’s capital as a consequence of its such Lender’s obligations hereunder with respect to the Loans or under any Support Agreement or Lender Letter of Credit to a level below that which it such Lender or such controlling Person could have achieved but for such adoption, change taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lenderadequacy) capital was fully utilized prior then from time to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, thentime, upon demand by such LenderLender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, the a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amounts amount as shall be sufficient to will compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) or such controlling Person for such reduced return reduction, so long as such amounts have accrued on or after the day which is reasonably allocable to this Agreement, together with interest on such amount from the fourth ninety (4th90) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months days prior to the date that on which such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)first made demand therefor.

Capital Adequacy. (a) If any Bank shall have determined that after the date hereof, hereof the adoption of or any Applicable change in any Requirement of Law (including any rules or regulations issued under or implementing any existing law) regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) or any change in the interpretation or administration application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (Bank or the bank holding company of any corporation controlling such Lender) Bank with any request or directive after the date hereof regarding capital adequacy or liquidity (whether or not having the force of law) of from any such central bank or Governmental Authority, central bank does or comparable agency, has or would shall have the effect of reducing the rate of return on any Lendersuch Bank’s or such corporation’s capital as a consequence of its obligations hereunder with respect to the Loans to a level below that which it such Bank or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such LenderBank’s or such corporation’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or complianceliquidity) by an amount which is reasonably deemed by such Lender Bank to be material, thenthen from time to time, upon demand after submission by such LenderBank, through the Agent, to the Company of a written request therefor (such request, which shall be conclusive and binding upon all parties in the absence of manifest error, shall include details reasonably sufficient to establish the basis for such additional amounts payable and shall be submitted to the Company within 30 Business Days after it becomes aware of such fact), the Borrower shall promptly Company shall, within 15 Business Days of such written request, pay to such Lender Bank such additional amount or amounts as shall be sufficient to will compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) Bank for such reduced return which is reasonably allocable to reduction. The agreements in this Agreement, together with interest on such amount from subsection 2.14 shall survive the fourth termination of this Agreement and payment of the Loans and all other amounts payable hereunder. (4thb) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding Notwithstanding anything herein to the contrarycontrary (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (xor any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or guidelines, requirements and 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 or foreign regulatory authorities, in each case pursuant to Basel IIIimplementation thereof, shall in each case be deemed to be enacted, adopted or issued after the date hereofa change in a Requirement of Law, regardless of the date enacted, adopted adopted, issued or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)implemented.

Capital Adequacy. If after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Agreement Date) or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s 's capital as a consequence of its obligations hereunder with respect to the Loans and the Revolving Loan Commitment (or, if applicable, Incremental Facility Commitments) to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) 's capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon the earlier of demand by such LenderLender or the Maturity Date, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreementreturn, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein . Notwithstanding the foregoing, the Borrower shall only be obligated to compensate such Lender for any amount under this subsection arising or occurring during (i) in the case of each such request for compensation, any time or period commencing not more than ninety (90) days prior to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith date on which such Lender submits such request and (yii) all requestsany other time or period during which, 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless because of the date enactedunannounced retroactive application of such law, adopted regulation, interpretation, request or issueddirective, such Lender could not have known that the resulting reduction in return might arise. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Agreement Date) or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s capital as a consequence of its obligations hereunder with respect to the Loans and the Commitments to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If after the date hereof, the adoption of any Applicable Law regarding the capital adequacy Lender or liquidity of banks Issuing Bank reasonably determines that its required compliance with any law or bank holding companies, regulation or any change in Applicable Law (whether adopted before guideline or after the Effective Date) request from any central bank or any change in the interpretation or administration thereof by any other Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofincluding, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s capital as a consequence of its obligations hereunder with respect to the Loans to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lenderwithout limitation, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication implementation of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (whether or not having the force of law) and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all any 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 or foreign regulatory authorities, in each case pursuant to Basel IIIIII (whether or not having the force of law), shall in each case be deemed affects or would affect the amount of capital or liquidity required or expected to be enacted, adopted maintained by such Lender or issued after Issuing Bank or any corporation controlling such Lender or Issuing Bank and that the date hereof, regardless amount of the date enacted, adopted capital or issued. A certificate of such Lender setting forth liquidity is increased by or based upon the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver existence of such Lender’s right commitment to lend or such Issuing Bank’s commitment to issue the Letters of Credit and other commitments of this type, then, upon thirty days’ prior written notice by such Lender or Issuing Bank (with a copy of any such demand such compensationto the Administrative Agent), provided that the Borrower shall not be required promptly pay to the Administrative Agent for the account of such Lender or Issuing Bank, as the case may be, from time-to-time as specified by such Lender or Issuing Bank, additional amounts sufficient to compensate a such Lender pursuant or Issuing Bank, in light of the circumstances, to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date extent that such Lender notifies or Issuing Bank, as the Borrower of case may be, (x) reasonably determines the circumstances giving rise increase in capital to such increased costs or reductions and be allocable to the existence of such Lender’s intention commitment to claim lend or such Issuing Bank’s commitment to issue the Letters of Credit under this Agreement and (y) is generally seeking, or intends generally to seek, compensation therefor from similarly situated borrowers under similar credit facilities (except that, if to the circumstances giving rise extent such Lender or Issuing Bank has the right under such similar credit facilities to do so) with respect to such increased costs required compliance with any law or reductions is retroactive, then regulation or any guideline or request from any central bank or other Governmental Authority regarding capital requirements. A certificate as to the six (6) month period referred amounts showing in reasonable detail the calculation of the amounts submitted to above the Borrower by such Lender or Issuing Bank shall be extended to include the period of retroactive effect thereof)presumptively correct, absent manifest error.

Capital Adequacy. If after the date hereof, hereof any Lender determines that (a) the adoption of or change in any Applicable Law law, rule, regulation or guideline regarding the liquidity or capital adequacy or liquidity of requirements for banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) companies or any change in the interpretation or administration application thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, including any which affects similarly situated banks or financial institutions generally and is not applicable to a Lender primarily by reason of such change resulting from the enactment Lender’s particular conduct or issuance of any regulation or regulatory interpretation affecting existing Applicable Lawcondition, or (b) compliance by such Lender (or the its parent bank holding company of such Lender) with any guideline, request or directive of any such entity regarding liquidity or capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency), has or would have the effect of reducing the rate of return on any such Lender’s or such holding company’s capital as a consequence of its obligations such Lender’s commitment to make Loans or participate in Letters of Credit hereunder with respect to the Loans to a level below that which it such Lender or holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company full utilization of such Lender) capital was fully utilized prior to such adoption, change or complianceentity’s capital) by an any amount reasonably deemed by such Lender to be material, then, upon demand by then such Lender, Lender may notify the Borrower shall promptly thereof. The Borrower agrees to pay to such Lender the amount of such additional amounts reduction in the return on capital as shall be sufficient to compensate and when such reduction is determined, upon presentation by such Lender (on an after-tax basis of a statement of the amount setting forth the Lender’s calculation thereof. In determining such amount, such Lender may use any reasonable averaging and without duplication attribution methods generally applied by such Lender. For purposes of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to §4.8 and this Agreement§4.9, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, publications, orders, guidelines or and 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, have been adopted or issued and gone into effect after the date hereof, hereof regardless of the date enactedwhen adopted, adopted enacted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If after the date hereof, any Lender or Issuing Bank (or any affiliate thereof) shall have reasonably determined that the adoption of any Applicable Law applicable law, governmental rule, regulation or order regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender or Issuing Bank (or the bank holding company of such Lenderany affiliate thereof) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or Issuing Bank's (or any Lender’s affiliate thereof) capital as a consequence of its such Lender's or Issuing Bank's Commitments or obligations hereunder with respect to the Loans to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or Issuing Bank's (or any affiliate thereof) policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s 's or Issuing Bank's (or the bank holding company of such Lenderany affiliate thereof) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material), then, upon demand by such LenderLender or Issuing Bank, the Borrower Borrowers shall promptly immediately pay to such Lender or Issuing Bank such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without or Issuing Bank for any such reduction actually suffered; provided, however, that there shall be no duplication of amounts paid by the Borrower to a Lender or Issuing Bank pursuant to this sentence and Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date 11.3 hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender or Issuing Bank setting forth the amount to be paid to such Lender or Issuing Bank by the Borrower Borrowers as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct shall, absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)conclusive.

Capital Adequacy. If If, after the date hereof, any Lender (or any Affiliate of any Lender) shall have reasonably determined that the adoption of any Applicable Law Law, governmental rule, regulation or order regarding the capital adequacy or liquidity of banks or bank holding companies, or any change Change in Applicable Law (whether adopted before or after the Effective Date) Law, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such any Lender (or the bank holding company any Affiliate of such any Lender) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender (or any Affiliate of such Lender’s capital ) as a consequence of its any of such Lender’s Revolving Credit Facility or obligations hereunder with respect to the Loans to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration the policies of such Lender (or Affiliate of such Lender’s policies ) with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that the capital of such Lender’s Lender (or the bank holding company Affiliate of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material), then, upon demand by such Lender (with a copy of such demand to Agent), Borrower shall immediately pay to Agent, for the benefit of such Lender, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without for any such reduction actually suffered; provided, that there shall be no duplication of amounts paid by the Borrower to such Lender pursuant to this sentence and Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct Section 10.5 shall, absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensationdeemed final, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions binding and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)conclusive upon Borrower.

Capital Adequacy. If after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Second Restatement Date) or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s capital as a consequence of its obligations hereunder with respect to the Loans to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s capital as a consequence of its obligations hereunder with respect to the Loans and the Commitments to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender, the relevant Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the relevant Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the relevant Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the relevant Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the relevant Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s capital as a consequence of its obligations hereunder with respect to the Loans and the Commitments to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender, the relevant Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the relevant Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the relevant Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the relevant Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the relevant Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender▇▇▇▇▇▇’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. (a) If any Bank shall have determined that after the date hereof, hereof the adoption of or any Applicable change in any Requirement of Law (including any rules or regulations issued under or implementing any existing law) regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) or any change in the interpretation or administration application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (Bank or the bank holding company of any corporation controlling such Lender) Bank with any request or directive after the date hereof regarding capital adequacy or liquidity (whether or not having the force of law) of from any such central bank or Governmental Authority, central bank does or comparable agency, has or would shall have the effect of reducing the rate of return on any Lendersuch Bank’s or such corporation’s capital as a consequence of its obligations hereunder with respect to the Loans to a level below that which it such Bank or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such LenderBank’s or such corporation’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or complianceliquidity) by an amount which is reasonably deemed by such Lender Bank to be material, thenthen from time to time, upon demand after submission by such LenderBank, through the Agent, to the Company of a written request therefor (such request, which shall be conclusive and binding upon all parties in the absence of manifest error, shall include details reasonably sufficient to establish the basis for such additional amounts payable and shall be submitted to the Company within 30 Working Days after it becomes aware of such fact), the Borrower shall promptly Company shall, within 15 Business Days of such written request, pay to such Lender Bank such additional amount or amounts as shall be sufficient to will compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) Bank for such reduced return which is reasonably allocable to reduction. The agreements in this Agreement, together with interest on such amount from subsection 2.14 shall survive the fourth termination of this Agreement and payment of the Loans and all other amounts payable hereunder. (4thb) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding Notwithstanding anything herein to the contrarycontrary (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (xor any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or guidelines, requirements and 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 or foreign regulatory authorities, in each case pursuant to Basel IIIimplementation thereof, shall in each case be deemed to be enacted, adopted or issued after the date hereofa change in a Requirement of Law, regardless of the date enacted, adopted adopted, issued or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)implemented.

Capital Adequacy. If If, after the date hereof, Lender shall have determined that either (a) the adoption of any Applicable Law applicable law, rule, regulation, or guideline regarding the capital adequacy or liquidity of banks or bank holding companiesadequacy, or any change in Applicable Law (whether adopted before or after the Effective Date) therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or (b) compliance by such Lender (or the bank holding company any lending office of such Lender) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authorityauthority, central bank bank, or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s 's capital as a consequence of its or Borrowers' obligations hereunder with respect to the Loans to a level below that which it Lender could have achieved but for such adoption, change change, or compliance (taking into consideration such Lender’s 's policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or complianceadequacy) by an amount reasonably deemed by such Lender to be material, thenthen from time-to-time, upon within ten (10) days after demand by such Lender, the Borrower Borrowers shall promptly pay to such Lender such additional amount or amounts as shall be sufficient to will adequately compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return reduction. Lender will promptly notify Borrowers of any event of which is reasonably allocable to this Agreementit has actual knowledge, together with interest on such amount from the fourth (4th) Business Day occurring after the date of demand or the Term Loan Maturity Datethereof, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein which will entitle Lender to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case compensation pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issuedthis SECTION 9.18. A certificate of such Lender claiming compensation under this SECTION 9.18 and setting forth the additional amount or amounts to be paid to it hereunder, together with the description of the manner in which such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail amounts have been calculated, shall be presumptively correct absent conclusive in the absence of manifest error. Notwithstanding In determining such amount, Lender may use any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions reasonable averaging and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)attribution methods.

Capital Adequacy. If after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Agreement Date) or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s 's capital as a consequence of its obligations hereunder with respect to the Loans and the Commitment to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) 's capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, if such Lender exercises its capital adequacy protection rights (if any) generally for borrowers situated similarly to the Borrower and upon demand by such Lender, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreementreturn, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Revolving Loan Maturity Date, Term Loan A Maturity Date, Term Loan B Maturity Date, Term Loan C Maturity Date and Incremental Facility Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If after the date hereofAgreement Date, any Lender (or any Affiliate of any Lender) shall have determined that the adoption of any Applicable Law Law, governmental rule, regulation or order regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company any Affiliate of such Lender) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyagency (but only if such adoption, change, request or directive occurs after the Agreement Date), has or would have the effect of reducing the rate of return on any such Lender’s (or any Affiliate of such Lender) capital as a consequence of its the Commitment or obligations hereunder with respect to the Loans to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s (or any Affiliate of such Lender) policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company any Affiliate of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material), then, promptly upon demand by such Lender, the Borrower shall promptly pay to such Lender such additional Additional Amount or amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without for any such reduction actually suffered; provided, however, that there shall be no duplication of amounts paid to any Lender pursuant to this sentence and Section 11.3. A certificate of any Lender setting forth the amount to be paid to such Lender by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together (with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein a copy to the contraryAdministrative Agent) as a result of any event referred to in this paragraph shall, absent manifest error, be conclusive. For purposes of this Section 11.5, each of (xi) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (including regulations promulgated with respect thereto) and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (yii) 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 or foreign regulatory authorities, in each case in respect of this clause (ii), pursuant to Basel III, shall are, in the case of each case be of clauses (i) and (ii), deemed to be enacted, have gone into effect and been adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)Agreement Date.

Capital Adequacy. If after the Agent, any Bank or the Issuing Bank shall have reasonably determined that, subsequent to the date hereof, any change in the applicability of any law, rule, regulation or guideline, or the adoption after the date hereof of any Applicable Law other law, rule, regulation or guideline regarding the capital adequacy or liquidity of banks or bank holding companiesadequacy, or any change in Applicable Law (whether adopted before any of the foregoing or after the Effective Date) or any change in the interpretation or administration thereof of any of the foregoing by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender Bank or the Issuing Bank (or any lending office of such Bank or the bank Issuing Bank) or such Bank's or the Issuing Bank's holding company of such Lender) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s such Bank's or the Issuing Bank's capital or on the capital of such Bank's or the Issuing Bank's holding company, if any, as a consequence of its obligations hereunder with respect to the Loans to a level below that which it such Bank or the Issuing Bank or such Bank's or the Issuing Bank's holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s Bank's or the Issuing Bank's policies and the policies of such Bank's or the Issuing Bank's holding company with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or complianceadequacy) by an amount reasonably deemed by such Lender Bank or the Issuing Bank to be material, thenthen from time to time: (a) the Agent, upon demand the Bank or the Issuing Bank which is affected by any of the conditions described above shall notify the Borrower, and any such Lenderaffected Bank or the Issuing Bank shall notify the Agent of such event, together with the date thereof, the amount of such reduced rate of return and the way in which such amount has been calculated; and (b) the Borrower shall promptly pay to the Agent, the affected Bank or the Issuing Bank, as the case may be, within ten (10) days after the advice referred to in subsection (a) hereinabove, such Lender such additional an amount or amounts as shall be sufficient to will compensate the Agent, such Lender (on an after-tax basis and without duplication of amounts paid by affected Bank or the Borrower pursuant to Section 10.3) Issuing Bank for such reduced rate of return which is reasonably allocable to this Agreement, together with interest on for so long as such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment reduction shall remain in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)effect.

Capital Adequacy. If any Lender shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof, it being agreed that "adopted after the date hereof" shall include compliance by a Lender or any lending office or holding company of a Lender with any Basle Law whether or not such Basle Law was in effect, applicable or phased in on or prior to or after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards" or pursuant to or arising out of any report, agreement or convention of any international banking group adopted subsequent to such 1988 report (said laws, rules, regulations and guidelines pursuant to or arising out of such 1988 report or any such subsequently adopted report, agreement or convention being sometimes collectively herein referred to as "Basle Laws"), or the adoption after the date hereof of any Applicable Law other law, rule, regulation or guideline regarding the capital adequacy (any such other law, rule, regulation or liquidity of banks or bank holding companiesguideline being sometimes herein referred to as "Other Laws"), or any change in Applicable Law any of the foregoing (whether adopted after the date hereof in respect of Other Laws; before or after the Effective Datedate hereof in respect of Basle Laws) or any change in the enforcement or interpretation or administration thereof of any of the foregoing (after the date hereof in respect of Other Laws; before or after the date hereof in respect of Basle Laws) by any Governmental Government Authority, central bank or comparable agency charged with the enforcement or interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such any Lender (or the bank any lending office of any Lender) or any holding company of such Lender) any Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any such Lender’s 's capital or on the capital of such Lender's holding company, if any, as a consequence of its Commitments, Loans or any of its obligations hereunder with respect to the Loans to a level below that which it such Lender or such Lender's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender’s 's policies and the policies of such Lender's holding company with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or complianceadequacy) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender (or by Agent on such Lender's behalf), the Borrower shall promptly pay to such Lender from time to time such additional amount or amounts as shall be sufficient to will compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) or such Lender's holding company for any such reduced return which is reasonably allocable to this Agreementreduction suffered, together with interest on each such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, demanded until payment in full (after as well as before judgment) thereof at the Default Base Rate; provided that notwithstanding anything herein . Each Lender shall endeavor to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant give Borrower notice of its intention to Basel III, shall in each case be deemed to be enacted, adopted or issued require compensation under this Section 3.4 within a reasonable time after the date hereof, regardless of the date enacted, adopted or issued. A certificate loan officer of such Lender setting forth the amount to be paid with responsibility for this Agreement becomes aware of its entitlement to such Lender by the compensation under this Section 3.4, but no failure to give any such notice shall affect or relieve Borrower as a result of any event referred to in of Borrower's obligations under this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding Section 3.4 or under any other provision of this Section 2.11, no Lender shall demand compensation for Agreement or any increased cost other Loan Document or reduction referred to above if it shall not at the time be the general policy result in any obligation or practice liability of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure Agent or delay on the part of any Lender to demand compensation pursuant Borrower or any other Person. A certificate of a Lender as to the foregoing provisions of amount required to be paid by Borrower under this Section 2.11 3.4 and showing in reasonable detail the basis for the calculation thereof shall, absent manifest error, be final and conclusive (it being understood that in no event shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not any Lender be required to compensate disclose in such certificate or otherwise any non-public information). In determining such amount or amounts, a Lender pursuant to the foregoing provisions may use any method of this Section for any increased costs incurred or reductions suffered more than six averaging and attribution as it (6in its sole and absolute discretion) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)deem applicable.

Capital Adequacy. If If, after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Agreement Date) or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive issued or adopted after the date hereof regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s 's capital as a consequence of its obligations hereunder with respect to the Loans and the Commitment to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) 's capital was fully utilized prior to such adoption, change or compliance) compliance by an amount reasonably deemed by such Lender to be material, thenthen such Lender shall promptly notify the Borrower of such adoption, upon compliance, or change. Upon demand by such LenderLender made within one hundred eighty (180) days of such adoption, compliance or change, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreementreturn, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)correct.

Capital Adequacy. If after the date hereof, hereof any Lender determines that (a) the adoption of or change in any Applicable Law regarding the liquidity or capital adequacy ratios or liquidity of requirements for banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) companies or any change in the interpretation or administration application thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, including any which change affects similarly situated banks or financial institutions generally and is not applicable to a Lender primarily by reason of such change resulting from the enactment Lender’s particular conduct or issuance of any regulation or regulatory interpretation affecting existing Applicable Lawcondition, or (b) compliance by such Lender (or the its parent bank holding company of such Lender) with any guideline, request or directive of any such entity regarding liquidity or capital ratios or adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency), has or would have the effect of reducing the rate of return on any such Lender’s or such holding company’s capital as a consequence of its obligations such Lender’s commitment to make Loans or participate in Letters of Credit hereunder with respect to the Loans to a level below that which it such Lender or holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company full utilization of such Lender) capital was fully utilized prior to such adoption, change or complianceentity’s capital) by an any amount reasonably deemed by such Lender to be material, then, upon demand by then such Lender, Lender may notify the Borrower shall promptly thereof. The Borrower agrees to pay to such Lender the amount of such additional amounts reduction in the return on capital as shall be sufficient to compensate and when such reduction is determined, upon presentation by such Lender (on an after-tax basis of a statement of the amount setting forth the Lender’s calculation thereof. In determining such amount, such Lender may use any reasonable averaging and without duplication attribution methods generally applied by such Lender. For purposes of amounts paid by §4.8 and this §4.9, the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, publications, orders, guidelines or and 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, have been adopted or issued and gone into effect after the date hereof, hereof regardless of the date enactedwhen adopted, adopted enacted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s capital as a consequence of its obligations hereunder with respect to the Loans and the Commitments to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If If, after the date hereof, any Lender (or any Affiliate of any Lender) shall have reasonably determined that the adoption of any Applicable Law Law, governmental rule, regulation or order regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such any Lender (or the bank holding company any Affiliate of such any Lender) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of Lender (or any Affiliate of Lender’s capital ) as a consequence of its any of such Lender's obligations hereunder with respect to the Loans to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such the policies of any Lender (or Affiliate of any Lender’s policies ) with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that the capital of such Lender’s Lender (or the bank holding company Affiliate of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material), then, upon demand by such Lender, the Borrower shall promptly immediately pay to such Lender lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without lender for any such reduction actually suffered; provided, that there shall be no duplication of amounts paid by the Borrower to any Lender pursuant to this sentence and Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date 14.1. Such Lender's determination of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct Section 14.2 shall, absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensationdeemed final, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions binding and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)conclusive upon Borrower.

Capital Adequacy. If any Lender shall have determined that the adoption after the date hereof, Effective Date or effectiveness after the adoption Effective Date (whether or not previously announced) of any Applicable Law applicable law, rule, regulation or treaty regarding the capital adequacy or liquidity of banks or bank holding companiesadequacy, or any change in Applicable Law (whether adopted before or therein after the Effective Date) , or any change in the interpretation or administration thereof after the Effective Date by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such any Lender (or the bank holding company of such Lender) with any request or directive after the Effective Date regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, agency has or would have the effect of reducing the rate of return on the capital of such Lender or any Lender’s capital corporation controlling such Lender as a consequence of its obligations hereunder with respect to hereunder, under the Loans Notes or other Obligations held by it to a level below that which it such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or complianceadequacy) by an amount reasonably deemed by such Lender or such corporation to be material, thenthen from time to time, upon satisfaction of the conditions precedent set forth in this Section, after demand by such LenderLender (with a copy to Agent) as provided below, the Borrower shall promptly pay (subject to Sections 11.7 and 11.15 hereof) to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction. The certificate of any Lender setting forth such amount or amounts as shall be sufficient necessary to compensate it and the basis thereof and reasons therefor shall be delivered as soon as practicable to Borrower and shall be prima facie evidence of the correctness thereof. Borrower shall pay the amount shown as due on any such Lender certificate within fifteen (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th15) Business Day Days after the date delivery of demand or the Term Loan Maturity Datesuch certificate. In preparing such certificate, a Lender may employ such assumptions and allocations of costs and expenses as applicable, until payment it shall in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-good ▇▇▇▇▇ ▇▇▇▇ Street Reform reasonable and Consumer Protection Act may use any reasonable averaging 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)attribution method.

Capital Adequacy. If after the date hereof, hereof any Bank or the Agent ---------------- determines that (i) the adoption of or change in any Applicable Law law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding the capital adequacy or liquidity of requirements for banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) companies or any change in the interpretation or administration application thereof by any Governmental Authority, central bank a court or comparable agency charged governmental authority with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Lawappropriate jurisdiction, or (ii) compliance by such Lender (Bank or the bank holding company of Agent or any corporation controlling such Lender) Bank or the Agent with any law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on any Lender’s capital as a consequence of its obligations hereunder such Bank's or the Agent's commitment with respect to the any Loans to a level below that which it such Bank or the Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s Bank's or the Agent's then existing policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company full utilization of such Lender) capital was fully utilized prior to such adoption, change or complianceentity's capital) by an any amount reasonably deemed by such Lender Bank or (as the case may be) the Agent to be material, then, upon demand by then such LenderBank or the Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the Borrower and such Bank shall promptly pay thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Bank in light of these circumstances. If the Borrower and such Bank are unable to agree to such Lender such additional amounts as shall be sufficient to compensate such Lender adjustment within thirty (30) days of the date on an after-tax basis and without duplication of amounts paid by which the Borrower pursuant to Section 10.3) for receives such reduced return which is reasonably allocable to this Agreementnotice, together with interest then commencing on such amount from the fourth (4th) Business Day after the date of demand or such notice (but not earlier than the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 Settlementseffective date of any such increased capital requirement), the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authoritiesfees payable hereunder shall increase by an amount that will, in each case pursuant to Basel IIIsuch Bank's reasonable determination, provide adequate compensation. Each Bank shall allocate such cost increases among its customers in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph good faith and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)an equitable basis.

Capital Adequacy. If If, after the date hereof, any Lender (or any Affiliate of any Lender) shall have reasonably determined that the adoption of any Applicable Law Law, governmental rule, regulation or order regarding the capital adequacy or liquidity requirements of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such any Lender (or the bank holding company any Affiliate of such any Lender) with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of Lender (or any Affiliate of Lender’s capital ) as a consequence of its any of such Lender’s obligations hereunder with respect to the Loans to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such the policies of any Lender (or Affiliate of any Lender’s policies ) with respect to capital adequacy or liquidity adequacy immediately before such adoption, change or compliance and assuming that the capital of such Lender’s Lender (or the bank holding company Affiliate of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material), then, upon demand by such Lender, the Borrower shall promptly immediately pay to such Lender lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without lender for any such reduction actually suffered; provided, that there shall be no duplication of amounts paid by the Borrower to any Lender pursuant to this sentence and Section 10.3) for such reduced return which is reasonably allocable to 14.1. For purposes of this AgreementSection 14.2, together with interest on such amount from the fourth (4th) Business Day after the date of demand a change in Applicable Law, governmental rule, regulation or the Term Loan Maturity Dateorder shall include, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrarywithout limitation, (x) any change made or which becomes effective on the basis of a law, treaty, rule, regulation, interpretation administration or implementation then in force, the effective date of which change is delayed by the terms of such law, treaty, rule, regulation, interpretation, administration or implementation, (y) the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (Pub. L. 111-203, H.R. 4173) and all requests, rules, guidelines regulations, guidelines, interpretations or directives promulgated thereunder or issued in connection therewith therewith, regardless of the date enacted, adopted, issued or promulgated, whether before or after the Closing Date and (yz) 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless . Such Lender’s determination of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct Section 14.2 shall, absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensationdeemed final, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions binding and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)conclusive upon Borrower.

Capital Adequacy. If (a) Borrowers shall pay directly to Lender from time to time on request within 30 days after receiving the certificates referred in subsection (b) below, such amounts as Lender may reasonably determine to be necessary to compensate Lender for any costs that it reasonably determines are attributable to the maintenance by Lender, pursuant to any law or regulation or any interpretation, directive or request of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing after the date hereof, the adoption of hereof any Applicable Law regarding the risk-based capital adequacy guideline or liquidity of banks other capital requirement heretofore or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) or any change in the interpretation or administration thereof hereafter issued by any Governmental AuthorityAuthority in respect of the Loans (such compensation to include, central bank or comparable agency charged with the interpretation or administration thereofwithout limitation, including an amount equal to any such change resulting from the enactment or issuance reduction of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s capital as a consequence assets or equity of its obligations hereunder with respect to the Loans Lender to a level below that which it Lender could have achieved but for such adoptionlaw, change regulation, interpretation, directive or compliance request) unless such Regulatory Change or other requirement is declared invalid. (taking into consideration such Lender’s policies with respect to capital adequacy or liquidity immediately before such adoptionb) Lender shall, change or compliance and assuming that such Lender’s (or the bank holding company as promptly as practicable, notify Borrowers of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day any event occurring after the date of demand or the Term Loan Maturity Datethis Agreement entitling Lender to compensation under this Section 1.12 but in any event within 45 days, as applicable, until payment in full thereof at the Default Rateafter Lender obtains actual knowledge thereof; provided that notwithstanding anything herein if Lender fails to the contrarygive such notice within 45 days after it obtains actual knowledge of such an event, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requestsLender shall, 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 or foreign regulatory authorities, in each case with respect to compensation payable pursuant to Basel IIIthis Section 1.12 in respect of any costs resulting from such event, shall in each case only be deemed entitled to be enacted, adopted or issued payment under this Section 1.12 for costs incurred from and after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months 45 days prior to the date that Lender does give such notice. Lender notifies will furnish to Borrowers a certificate setting forth the Borrower basis and amount of each request by Lender for compensation under this Section 1.12. Determinations and allocations by Lender for purposes of this Section 1.12 of the circumstances giving rise effect of any Regulatory Change pursuant to such increased or of capital maintained pursuant to this Section 1.12, on its costs or reductions rate of return of extending the Loans, and of such Lender’s intention the amounts required to claim compensation therefor (except thatcompensate Lender under this Section 1.12, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)conclusive absent manifest error.

Capital Adequacy. If after the date hereof, either (i) the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companiesintroduction of, or any change in Applicable Law (whether adopted before in, or after the Effective Date) or any change in the interpretation or administration thereof by enforcement of, any Governmental Authoritylaw, regulation, order, ruling, interpretation, directive, guideline or request or (ii) the compliance with any order, ruling, interpretation, directive, guideline or request from any central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity other governmental authority (whether or not having the force of law) issued, announced, published, promulgated or made after the date hereof (including, in any event, any law, regulation, order, ruling, interpretation, directive, guideline or request contemplated by the report dated July, 1988 entitled "International Convergence of any such Governmental Authority, central bank or comparable agency, has Capital Measurement and Capital Standards" issued by the Basle Committee on Banking Regulation and Supervisory Practices) affects or would have affect the effect amount of reducing capital required or expected to be maintained by any Bank or any corporation controlling any Bank and such Bank reasonably determines that the rate of return on any Lender’s capital as a consequence of its obligations hereunder with respect to the Loans to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company amount of such Lender) required or expected capital was fully utilized prior is increased by or based upon the existence of such Bank's Revolving Loans hereunder or such Bank's commitment to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be materiallend hereunder, then, upon demand by such LenderBank, the Borrower shall promptly be liable for, and shall pay to such Lender Bank, within thirty (30) days following demand from time to time by such Bank, additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis Bank in the light of such circumstances for the effects of such law, regulation, order, ruling, interpretation, directive, guideline or request, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank's Revolving Loans hereunder or of such Bank's commitment to lend hereunder. A certificate substantiating such amounts and without duplication of amounts paid by identifying the event giving rise thereto, submitted to the Borrower pursuant (with a copy to Section 10.3the Agent) for by such reduced return Bank, shall be conclusive, absent manifest error. Each Bank shall promptly notify the Borrower of any event of which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day it has knowledge occurring after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein this Agreement which will entitle such Bank to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to this Section, and such Bank shall take any reasonable action available to it consistent with its internal policy and legal and regulatory restrictions (including the foregoing provisions designation of this Section 2.11 shall a different Lending Office, if any) that will avoid the need for, or reduce the amount of, such compensation and will not constitute a waiver in the reasonable judgment of such Lender’s right to demand such compensation, provided that the Borrower shall not Bank be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise otherwise disadvantageous to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)Bank.

Capital Adequacy. If If, after the date hereof, Lender shall have determined that either (a) the adoption of any Applicable Law applicable law, rule, regulation, or guideline regarding the capital adequacy or liquidity of banks or bank holding companiesadequacy, or any change in Applicable Law (whether adopted before or after the Effective Date) therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or (b) compliance by such Lender (or the bank holding company any lending office of such Lender) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authorityauthority, central bank bank, or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s 's capital as a consequence of its or Borrowers' obligations hereunder with respect to the Loans to a level below that which it Lender could have achieved but for such adoption, change change, or compliance (taking into consideration such Lender’s 's policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or complianceadequacy) by an amount reasonably deemed by such Lender to be material, thenthen from time-to-time, upon within ten (10) days after demand by such Lender, the Borrower Borrowers shall promptly pay to such Lender such additional amount or amounts as shall be sufficient to will adequately compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return reduction. Lender will promptly notify Borrowers of any event of which is reasonably allocable to this Agreementit has actual knowledge, together with interest on such amount from the fourth (4th) Business Day occurring after the date of demand or the Term Loan Maturity Datethereof, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein which will AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT D-0601350.3 entitle Lender to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case compensation pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issuedthis SECTION 9.18. A certificate of such Lender claiming compensation under this SECTION 9.18 and setting forth the additional amount or amounts to be paid to it hereunder, together with the description of the manner in which such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail amounts have been calculated, shall be presumptively correct absent conclusive in the absence of manifest error. Notwithstanding In determining such amount, Lender may use any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions reasonable averaging and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)attribution methods.

Capital Adequacy. If any Lender shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof (it being agreed that "adopted after the date hereof" shall include compliance by a Lender or any lending office or holding company of a Lender with any Basle Law whether or not such Basle Law was in effect, applicable or phased in on or prior to or after the date hereof) pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards" or pursuant to or arising out of any report, agreement or convention of any international banking group adopted subsequent to such 1988 report (said laws, rules, regulations and guidelines pursuant to or arising out of such 1988 report or any such subsequently adopted report, agreement or convention being sometimes collectively herein referred to as "Basle Laws"), or the adoption after the date hereof of any Applicable Law other law, rule, regulation or guideline regarding the capital adequacy (any such other law, rule, regulation or liquidity of banks or bank holding companiesguideline being sometimes herein referred to as "Other Laws"), or any change in Applicable Law any of the foregoing (whether adopted after the date hereof in respect of Other Laws; before or after the Effective Datedate hereof in respect of Basle Laws) or any change in the enforcement or interpretation or administration thereof of any of the foregoing (after the date hereof in respect of Other Laws; before or after the date hereof in respect of Basle Laws) by any Governmental Government Authority, central bank or comparable agency charged with the enforcement or interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such any Lender (or the bank any lending office of any Lender) or any holding company of such Lender) any Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any such Lender’s 's capital or on the capital of such Lender's holding company, if any, as a consequence of its Bosque Loan Commitment, Loans, Existing Loans, its commitments or other obligations under the Existing Agreement or any of its obligations hereunder with respect to the Loans to a level below that which it such Lender or such Lender's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender’s 's policies and the policies of such Lender's holding company with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or complianceadequacy) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender (or by the Agent on such Lender's behalf), the Borrower shall promptly pay to such Lender from time to time such additional amount or amounts as shall be sufficient to will compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) or such Lender's holding company for any such reduced return which is reasonably allocable to this Agreementreduction suffered, together with interest on each such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, demanded until payment in full (after as well as before judgment) thereof at the Default Base Rate; provided that notwithstanding anything herein . Each Lender shall endeavor to give the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant Borrower notice of its intention to Basel III, shall in each case be deemed to be enacted, adopted or issued require compensation under this Section 3.4 within a reasonable time after the date hereof, regardless of the date enacted, adopted or issued. A certificate loan officer of such Lender setting forth the amount to be paid with responsibility for this Agreement becomes aware of its entitlement to such Lender by compensation under this Section 3.4, but no failure to give any such notice shall affect or relieve the Borrower as a result of any event referred to in of Borrower's obligations under this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding Section 3.4 or under any other provision of this Section 2.11, no Lender shall demand compensation for Agreement or any increased cost other Loan Document or reduction referred to above if it shall not at result in any obligation or liability of the time be the general policy Agent or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant the Borrower or any other Person. A certificate of a Lender as to the foregoing provisions of amount required to be paid by Borrower under this Section 2.11 3.4 and showing in reasonable detail the basis for the calculation thereof shall, absent manifest error, be final and conclusive (it being understood that in no event shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not any Lender be required to compensate disclose in such certificate or otherwise any non-public information). In determining such amount or amounts, a Lender pursuant to the foregoing provisions may use any method of this Section for any increased costs incurred or reductions suffered more than six averaging and attribution as it (6in its sole and absolute discretion) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)deem applicable.

Capital Adequacy. If after the date hereof, hereof any Lender determines that (a) the adoption of or change in any Applicable Law law, rule, regulation or guideline regarding the capital adequacy or liquidity of ratios or requirements for banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) companies or any change in the interpretation or administration application thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or (b) compliance by such Lender (or the its parent bank holding company of such Lender) with any guideline, request or directive of any such entity regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency), has or would have the effect of reducing the rate of return on any such Lender’s or such holding company’s capital or liquidity as a consequence of its obligations such ▇▇▇▇▇▇’s commitment to make Loans or participate in Letters of Credit or Swing Loans hereunder with respect to the Loans to a level below that which it such Lender or holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company full utilization of such Lender) capital was fully utilized prior to such adoption, change or complianceentity’s capital) by an any amount reasonably deemed in good faith by such Lender to be material, then, upon demand by then such Lender, the Borrower shall promptly Lender may notify Parent thereof. Borrowers agree to pay to such Lender the amount of such additional amounts reduction in the return on capital as shall be sufficient to compensate and when such reduction is reasonably determined, within thirty (30) days of presentation by such Lender (on an after-tax basis of a statement of the amount setting forth such Lender’s calculation thereof. In determining such amount, such Lender may use any reasonable averaging and without duplication attribution methods generally applied by such ▇▇▇▇▇▇. For purposes of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to 4.8 and this AgreementSection 4.9, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform 89 US_Active\120558968\V-3 US_ACTIVE\122519032\V-4 and Consumer Protection Act and all requests, rules, publications, orders, guidelines or and 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, have been adopted or issued and gone into effect after the date hereof, hereof regardless of the date enactedwhen adopted, adopted enacted or issued. A certificate of such Lender setting forth Notwithstanding the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11foregoing, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower Borrowers shall not be required to compensate a Lender Lenders pursuant to the foregoing provisions of this Section 4.9 for any increased costs incurred or in good faith reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower Parent of the circumstances event giving rise to such increased costs or reductions and of such Lender’s intention intent to claim compensation therefor (except thattherefor; provided, however, that if the circumstances any such change giving rise to such increased costs or reductions reduction is retroactive, then the six (6) month 6)-month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If after the date hereof, any Lender shall have determined that the adoption or implementation after the date hereof of any Applicable Law applicable law, rule, or regulation regarding the capital adequacy (including, without limitation, any law, rule, or liquidity of banks or bank holding companiesregulation implementing the Basle Accord), or any change in Applicable Law (whether adopted before or after the Effective Date) therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency other Governmental Authority charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lenderits parent) with any guideline, request, or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyother Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would have the effect of reducing the rate of return on any such Lender’s 's (or its parent's) capital as a consequence of its obligations hereunder with respect to or the Loans transactions contemplated hereby to a level below that which it such Lender (or its parent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender’s 's policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or complianceadequacy) by an amount reasonably deemed by such Lender to be material, thenthen from time to time, upon within ten (10) Business Days after demand by such LenderLender (with a copy to the Agent), the Borrower shall promptly pay to such Lender such additional amount or amounts as shall be sufficient to will compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3or its parent) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issuedreduction. A certificate of such Lender claiming compensation under this Section in reasonable detail and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. With respect to each demand by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of Lender under this Section 2.115.10, no Lender shall have the right to demand compensation for amounts attributable to any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that 's rate of return occurring at any time before the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six date which is three (63) months prior to the date that such Lender notifies gives such demand for compensation to the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)Borrower.

Capital Adequacy. If If, after the date hereof, any Lender (or any Affiliate of any Lender) shall have reasonably determined that the adoption of any Applicable Law Law, governmental rule, regulation or order regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such any Lender (or the bank holding company any Affiliate of such any Lender) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender (or any Affiliate of such Lender’s capital ) as a consequence of its any of such Lender’s obligations hereunder with respect to the Loans to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such the policies of any Lender (or Affiliate of any Lender’s policies ) with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that the capital of such Lender’s Lender (or the bank holding company Affiliate of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material), then, upon demand by such Lender, the Borrower shall promptly immediately pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without for any such reduction actually suffered; provided, that there shall be no duplication of amounts paid by the Borrower to any Lender pursuant to this sentence and Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date 14.1. Such Lender’s determination of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct Section 14.2 shall, absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensationdeemed final, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions binding and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)conclusive upon Borrower.

Capital Adequacy. If after the date hereof, hereof any Bank or the Agent determines that (a) the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before any law, governmental rule, regulation, policy, guideline or after the Effective Date) or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a court or governmental authority with appropriate jurisdiction, or (b) compliance by such Bank or the Agent or any corporation controlling such Bank or the Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted or made subsequent to the date hereof of any such Governmental Authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on any Lender’s capital as a consequence of its obligations hereunder such Bank's or the Agent's commitment with respect to the any Revolving Credit Loans to a level below that which it such Bank or the Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s Bank's or the Agent's then existing policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company full utilization of such Lender) capital was fully utilized prior to such adoption, change or complianceentity's capital) by an any amount reasonably deemed by such Lender Bank or (as the case may be) the Agent to be material, then, upon demand by then such LenderBank or the Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the Borrower and such Bank shall promptly pay thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such notice, an adjustment payable hereunder that will reflect the economics of the Revolving Credit Loans made or to be made by such Bank hereunder prior to such Lender such additional amounts as shall be sufficient to compensate such Lender (reduction in the return on an after-tax basis and without duplication of amounts paid by capital. If the Borrower pursuant and such Bank are unable to Section 10.3agree to such adjustment within thirty (30) for days of the date on which the Borrower receives such reduced return which is reasonably allocable to this Agreementnotice, together with interest then commencing on such amount from the fourth (4th) Business Day after the date of demand or such notice (but not earlier than the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 Settlementseffective date of any such increased capital requirement), the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authoritiesfees payable hereunder shall increase by an amount that will, in each case pursuant to Basel IIIsuch Bank's reasonable determination, shall in each case be deemed reflect the economics of the Revolving Credit Loans made or to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of made by such Lender setting forth the amount to be paid Bank hereunder prior to such Lender by reduction in the Borrower as a result of any event referred to return on capital. Each Bank shall allocate such cost increases among its customers in this paragraph good faith and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)an equitable basis.

Capital Adequacy. If after the date hereof, any Lender shall reasonably determine that the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companiestaking effect of, or any change in, any applicable Law regarding capital or liquidity requirements, in Applicable Law (whether adopted before or each instance, after the Effective Closing Date) , or any change after the Closing Date in the interpretation interpretation, administration or administration application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation interpretation, administration or administration application thereof, including any such change resulting from or the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by any Lender or any Person controlling such Lender (or the bank holding company of such Lender) with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of lawLaw) of any such Governmental Authority, central bank or comparable agencyagency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on any such Lender’s or such controlling Person’s capital as a consequence of its such Lender’s obligations hereunder with respect to the Loans to a level below that which it such Lender or such controlling Person could have achieved but for such adoption, change taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy or liquidity immediately before such adoptionliquidity) then from time to time, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed within 15 days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to be materialAdministrative Agent), then, upon demand by such Lender, the Borrower shall promptly pay to such Lender such additional amounts amount as shall be sufficient to will compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) or such controlling Person for such reduced return reduction, so long as such amounts have accrued on or after the day which is reasonably allocable 180 days prior to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of on which such Lender first made demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Ratetherefor; provided that notwithstanding that, if such adoption, taking effect or change is given retroactive effect, then the 180-day period referred to above shall be extended to include the retroactive effect thereof. Notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 Settlementssettlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereofa “change in law”, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If after the date hereofThe Borrower shall pay directly to each Bank from time to time on request of such Bank such amounts as such Bank may determine to be necessary to compensate such Bank (or, the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companieswithout duplication, or any change in Applicable Law (whether adopted before or after the Effective Date) or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of which such LenderBank is a subsidiary) with for any costs that it determines are attributable to the maintenance by such Bank (or such bank holding company), pursuant to any law or regulation or any interpretation, directive regarding capital adequacy or liquidity request (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) of any such Governmental Authoritycourt or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing at the national level any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing the Basle Accord (including, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s capital as a consequence of its obligations hereunder with respect to the Loans to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lenderwithout limitation, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement12 CFR Part 208, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default RateAppendix A; provided that notwithstanding anything herein to the contrary, (x) the ▇▇ ▇▇▇▇-▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ Street Reform ▇) and Consumer Protection Act the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 CFR Part 3, Appendix A)), of capital in respect of its Commitment, Loans or participation in Letters of Credit (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank (or such bank holding company) to a level below that which such Bank (or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). Simultaneously with such Bank's request for any such amount, the Bank shall submit to the Borrower a certificate in reasonable detail of such Bank setting forth the basis for the determination of such amount payable under this SECTION 5.4. Determinations by each Bank for purposes of this SECTION 5.4 shall be conclusive in the absence of manifest error. In determining such amounts, the Banks may use any reasonable averaging, attribution and all requestsallocation methods. For purposes of this SECTION 5.4, rules"Regulatory Change" shall mean, guidelines with respect to any Bank, any change after the date of this Agreement in Federal, state or directives thereunder foreign law or issued in connection therewith and regulations (yincluding, without limitation, Regulation D) all requestsor the adoption or making after such date of any interpretation, rules, guidelines directive or directives promulgated request applying to a class of banks (other than those applying solely to banks formally determined by the applicable regulator to be in a financially troubled condition) including such Bank of or under any Federal, state or foreign law or regulations (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) by any court or governmental or monetary authority charged with the interpretation or administration thereof. For purposes of this SECTION 5.4, "Basle Accord" shall mean the proposals for International Settlements, risk-based capital framework described by the Basel Basle Committee on Banking Supervision (Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to time or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect replacement thereof).

Capital Adequacy. If any Lender shall have determined that the adoption after the date hereof, Effective Date or effectiveness after the adoption Effective Date (whether or not previously announced) of any Applicable Law applicable law, rule, regulation or treaty regarding the capital adequacy or liquidity of banks or bank holding companiesadequacy, or any change in Applicable Law (whether adopted before or therein after the Effective Date) , or any change in the interpretation or administration thereof after the Effective Date by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such any Lender (or the bank holding company of such Lender) with any request or directive after the Effective Date regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, agency has or would have the effect of reducing the rate of return on the capital of such Lender or any Lender’s capital corporation controlling such Lender as a consequence of its obligations hereunder with respect to hereunder, under the Loans Notes or other Obligations held by it to a level below that which it such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or complianceadequacy) by an amount reasonably deemed by such Lender or such corporation to be material, thenthen from time to time, upon satisfaction of the conditions precedent set forth in this Section, after demand by such LenderLender (with a copy to Agent) as provided below, the Borrower shall promptly pay (subject to Sections 11.7 and 11.15 hereof) to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction. The certificate of any Lender setting forth such amount or amounts as shall be sufficient necessary to compensate it and the basis thereof and reasons therefor shall be delivered as soon as practicable to Borrower and shall be prima facie evidence of the correctness thereof. Borrower shall pay the amount shown as due on any such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) certificate within 15 Business Day Days after the date delivery of demand or the Term Loan Maturity Datesuch certificate. In preparing such certificate, a Lender may employ such assumptions and allocations of costs and expenses as applicable, until payment it shall in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-good faith deem reasonable and may use any reasonable averaging and attrib▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)▇od.

Capital Adequacy. If after the date hereof, hereof any Lender determines that (a) the adoption of or change in any Applicable Law regarding the liquidity or capital adequacy ratios or liquidity of requirements for banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) companies or any change in the interpretation or administration application thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, including any which change affects similarly situated banks or financial institutions generally and is not applicable to a Lender primarily by reason of such change resulting from the enactment Lender’s particular conduct or issuance of any regulation or regulatory interpretation affecting existing Applicable Lawcondition, or (b) compliance by such Lender (or the its parent bank holding company of such Lender) with any guideline, request or directive of any such entity regarding liquidity or capital ratios or adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency), has or would have the effect of reducing the rate of return on any such Lender’s or such holding company’s capital as a consequence of its obligations such Lender’s commitment to make Loans or participate in Letters of Credit hereunder with respect to the Loans to a level below that which it such Lender or holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company full utilization of such Lender) capital was fully utilized prior to such adoption, change or complianceentity’s capital) by an any amount reasonably deemed by such Lender to be material, then, upon demand by then such Lender, Lender may notify the Borrower shall promptly thereof. The Borrower agrees to pay to such Lender the amount of such additional amounts reduction in the return on capital as shall be sufficient to compensate and when such reduction is determined, upon presentation by such Lender (on an after-tax basis of a statement of the amount setting forth the Lender’s calculation thereof. In determining such amount, such Lender may use any reasonable averaging and without duplication attribution methods generally applied by such Lender. For purposes of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to §4.8 and this Agreement§4.9, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, publications, orders, guidelines or and 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, have been adopted or issued and gone into effect after the date hereof, hereof regardless of the date enactedwhen adopted, adopted enacted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s capital as a consequence of its obligations hereunder with respect to the Loans and the Commitments to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender▇▇▇▇▇▇’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If after the date hereof, the adoption of any Applicable Law applicable law, rule or regulation regarding the capital adequacy or liquidity of banks or bank holding companiesadequacy, or any change in Applicable Law (whether adopted before or after the Effective Date) therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) any Participant with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, in each case made subsequent to the Closing Date, has or would will have the effect of reducing the rate of return on any Lender’s Participant's or its parent company's capital by an amount such Participant reasonably deems to be material, as a consequence of its commitments or obligations hereunder with respect to the Loans to a level below that which it such Participant or its parent company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s Participant's or its parent company's policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be materialadequacy), then, upon demand by notice from such LenderParticipant, (i) during the Construction Period the Participants shall fund through Advances and capitalize, and (ii) thereafter, the Borrower Lessee shall promptly pay to such Lender Participant, such additional amount or amounts as shall be sufficient to will compensate such Lender (Participant and its parent company on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) or After Tax Basis for such reduced return which is reasonably allocable to this Agreement, together with interest on reduction (it being understood that such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower parent company shall not be required to compensate a Lender pursuant reimbursed to the foregoing provisions of extent its subsidiary Participant is reimbursed by the Lessee in connection with the same or a similar law, rule, regulation, change, request or directive applicable to such Participant). All payments required by this Section 12.8 shall be made by the Lessee within 10 Business Days after demand by the affected Participant. The Lessee shall not be obligated to reimburse any Participant for any increased costs reduced return incurred or reductions suffered more than six (6) months prior to 120 days after the date that such Lender notifies Participant receives actual notice of such reduced return unless such Participant gives notice thereof to the Borrower Lessee in accordance with this Section 12.8 during such 120 day period. If any Participant becomes entitled to claim any additional amounts pursuant to this Section, it shall provide prompt notice thereof to the Lessee, through the Agent and/or the Agent Lessor, certifying (x) that one of the circumstances giving rise to such increased costs or reductions events described in this clause (a) has occurred and describing in reasonable detail the nature of such Lender’s intention event, (y) as to claim compensation therefor the increased cost or reduced amount resulting from such event and (except thatz) as to the additional amount demanded by such Participant and a reasonably detailed explanation of the calculation thereof. Such a certificate as to any additional amounts payable pursuant to this clause submitted by such Participant, if through the circumstances giving rise Agent and/or the Agent Lessor, to such increased costs or reductions is retroactive, then the six (6) month period referred to above Lessee shall be extended conclusive in the absence of manifest error. This covenant shall survive the termination of this Participation Agreement and the other Operative Agreements and the payment of the Loans, Lessor Contributions and all other amounts payable hereunder and thereunder. Each Participant shall use its commercially reasonable efforts to include reduce or eliminate any claim for compensation pursuant to this Section 12.8, including, without limitation, a change in the period 43 50 office of retroactive effect thereof)such Participant at which its obligations related to the Operative Agreements are maintained if such change will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Participant, be otherwise disadvantageous to it. If any such claim for compensation shall not be eliminated or waived, the Lessee shall have the right to replace the affected Participant with a new financial institution that shall succeed to the rights of such Participant under the Operative Agreements; provided, however, that such Participant shall not be replaced hereunder until it has been paid in full such claim and all other amounts owed to it hereunder.

Capital Adequacy. If after the date hereof, Closing Date the Lender shall have determined that the adoption of any Applicable Law Law, governmental rule, regulation or order regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such the Lender (or any Affiliate of the bank holding company of such Lender) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyagency (but only if such adoption, change, request or directive occurs after the Closing Date), has or would have the effect of reducing the rate of return on any the Lender’s (or any Affiliate of the Lender’s) capital as a consequence of its the amount of the Loan or obligations hereunder with respect to the Loans to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such the Lender’s (or any Affiliate of the Lender’s) policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such the Lender’s (or the bank holding company any Affiliate of such Lender’s) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material), then, promptly upon demand by such the Lender, the Borrower shall promptly immediately pay to such the Lender such additional Additional Amount or amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without for any such reduction actually suffered; provided, however, that there shall be no duplication of amounts paid to such Lender pursuant to this sentence and Section 11.2. A certificate of the Lender setting forth the amount to be paid to the Lender by the Borrower pursuant as a result of any event referred to in this paragraph shall, absent manifest error, be conclusive. For purposes of this Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary11.3, (xi) the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (including regulations promulgated with respect thereto), and all requests, rules, guidelines or directives thereunder or issued in connection therewith therewith, and (yii) 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 of America or foreign regulatory authorities, in each case in respect of this clause (ii), pursuant to Basel III, shall are, in the case of each case be of clauses (i) and (ii), deemed to be enacted, have gone into effect and been adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)Closing Date.

Capital Adequacy. If after the date hereof, any Lender shall reasonably determine that the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companiestaking effect of, or any change in, any applicable Law regarding capital adequacy, in Applicable Law (whether adopted before or each instance, after the Effective Closing Date (or, in the case of a Lender becoming a party to this Agreement following the Closing Date) , after the date on which such Lender becomes a party hereto), or any change after the Closing Date in the interpretation interpretation, administration or administration application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation interpretation, administration or administration application thereof, including any such change resulting from or the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by any Lender or any Person controlling such Lender (or the bank holding company of such Lender) with any request, guideline or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyagency adopted or otherwise taking effect after the Closing Date (but without duplication of amounts required under Section 2.3(e)(v)), has or would have the effect of reducing the rate of return on any such Lender’s or such controlling Person’s capital as a consequence of its such Lender’s obligations hereunder with respect to the Loans or under any Support Agreement or Lender Letter of Credit to a level below that which it such Lender or such controlling Person could have achieved but for such adoption, change taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lenderadequacy) capital was fully utilized prior then from time to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, thentime, upon demand by such LenderLender (which demand shall be accompanied by a written statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, the Borrower a copy of which shall be furnished to Administrative Agent), Borrowers shall promptly pay to such Lender such additional amounts amount as shall be sufficient to will compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) or such controlling Person for such reduced return reduction, so long as such amounts have accrued on or after the day which is reasonably allocable to this Agreement, together with interest on such amount from the fourth two hundred seventy (4th270) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months days prior to the date that on which such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)first made demand therefor.

Capital Adequacy. If after the date hereofWith respect to any Borrowing or LC, the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or if any change in Applicable Law (whether adopted before or after the Effective Date) or any present Law, any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance application of any regulation or regulatory interpretation affecting existing Applicable present Law, or any future Law regarding capital adequacy, or if compliance by such Issuing Lender (or the bank holding company of such Lender) any Lender with any directive request, directive, or requirement imposed in the future by any Tribunal regarding capital adequacy adequacy, or liquidity (whether if any change in its written policies or not having in the force risk category of law) this transaction, in any of any such Governmental Authoritythe foregoing events or circumstances, central bank or comparable agency, has or would have the effect of reducing reduces the rate of return on any Lender’s its capital as a consequence of its obligations hereunder with respect to the Loans under this agreement to a level below that which it otherwise could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s its policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or complianceadequacy) by an amount reasonably deemed by such Lender it to be materialmaterial (and it may, thenin determining the amount, upon demand by such Lenderutilize reasonable assumptions and allocations of costs and expenses and use any reasonable averaging or attribution method), then (unless the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such effect is already reflected in the rate of interest then applicable under this agreement) Agent or that Lender (on an after-tax basis through Agent) shall notify Borrower and without duplication of amounts paid by the deliver to Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A a certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct the calculation of the amount necessary to compensate it (which certificate is conclusive and binding absent manifest error), and Borrower shall pay that amount to Agent or that Lender within five Business Days after demand. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensationsentence, provided that the Borrower shall not be required obligated to compensate pay such amount unless notice thereof is given within 90 Business Days after any such Lender actually incurs such reduction in its return. Lenders are not aware of any event which would so reduce their rate of return as of the date hereof. If any such event giving rights to a demand by any Lender pursuant for compensation under this SECTION 3.16(b) occurs specifically with respect to such Lender, and generally with respect to national banks similarly situated for loans of the foregoing same classification, Borrower may elect to prepay the Obligation in full within 120 days after receipt of the above-described certificate from Agent by giving written notice to Agent or that Lender through Agent) of such election not more than five Business Days after receipt of such certificate from Agent; provided, however, that if Borrower does not prepay the Obligation within such 120-day period despite having given such notice, this agreement shall remain in full force and effect as if such notice was never given. The provisions of and undertakings and indemnification in this Section for any increased costs incurred or reductions suffered more than six CLAUSE (6b) months prior to shall survive the date that such Lender notifies the Borrower satisfaction and payment of the circumstances giving rise to such increased costs or reductions Obligation and termination of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)this agreement.

Capital Adequacy. If 4.11.1. If, after the date hereof, any Lender or Administrative Agent shall have reasonably determined that the adoption after the date hereof of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) date hereof therein or any change in the interpretation or administration thereof after the date hereof by any Governmental Authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, including or any such change resulting from request or directive after the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive date hereof regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank bank, or comparable agencyagency (each, a “Change in Law”) has or would have the effect of reducing the rate of return on the capital of such Lender or any Lender’s capital corporation controlling such Lender as a consequence of its such Lender’s obligations hereunder with respect to the Loans to a level below that which it such Lender or such corporation could have achieved but for such adoption, change change, request, or compliance directive (taking into consideration such Lender’s its policies with respect to capital adequacy or liquidity immediately before such adoptionadequacy), change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior then from time to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, time upon demand by such Lender, the Borrower Reseller shall promptly pay to such Lender such additional amount or amounts as shall be sufficient to will reasonably compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreementreduction, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 after December 1, 2009 by the Bank for International Settlements, the Basel Committee on Banking Supervision on Banking Regulation and Supervisory Practices (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereofa Change in Law, regardless of the date enacted, adopted or issued. 4.11.2. A certificate Each Lender shall promptly notify Reseller and Administrative Agents of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the Permitted Discretion of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section shall furnish to Reseller and Administrative Agents a statement setting forth the additional amount or amounts to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail it hereunder which shall be presumptively correct absent conclusive in the absence of manifest error. Notwithstanding any other provision of this Section 2.11In determining such amount, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreementsmay use any reasonable averaging and attribution methods. Failure or delay on the part of any Each Lender to demand compensation pursuant agrees, with respect to the foregoing provisions of this Section 2.11 shall not constitute Section, to treat Reseller in a waiver manner substantially similar to that of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)its other similarly situated customers.

Capital Adequacy. If after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Agreement Date) or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) or the Swing Line Lender with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s 's or the Swing Line Lender's capital as a consequence of its obligations hereunder with respect to the Loans and the Commitments or the Swing Line Loans and the Swing Line Commitment to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or Swing Line Lender's policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s ('s or the bank holding company of such Swing Line Lender) 's capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender or the Swing Line Lender to be material, then, if such Lender or the Swing Line Lender exercises its capital adequacy protection rights (if any) generally for borrowers situated similarly to the Borrower and upon demand by such Lender or the Swing Line Lender, the Borrower shall promptly pay to such Lender or the Swing Line Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by or the Borrower pursuant to Section 10.3) Swing Line Lender for such reduced return which is reasonably allocable to this Agreementreturn, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Revolving Loan Maturity Date, Term Loan A Maturity Date, Term Loan B Maturity Date, Term Loan C Maturity Date and Incremental Facility Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender or the Swing Line Lender setting forth the amount to be paid to such Lender or the Swing Line Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If after the date hereof, hereof any Bank or the Agent determines that (a) the adoption of or change in any Applicable Law law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding the capital adequacy or liquidity of requirements for banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) companies or any change in the interpretation or administration application thereof by any Governmental Authority, central bank a court or comparable agency charged governmental authority with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Lawappropriate jurisdiction, or (b) compliance by such Lender (Bank or the bank holding company of Agent or any corporation controlling such Lender) Bank or the Agent with any law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on any Lendersuch Bank’s capital as a consequence of its obligations hereunder or the Agent’s commitment with respect to the any Revolving Credit Loans to a level below that which it such Bank or the Agent could have achieved but for such adoption, change or compliance (taking into consideration such LenderBank’s or the Agent’s then existing policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company full utilization of such Lender) capital was fully utilized prior to such adoption, change or complianceentity’s capital) by an any amount reasonably deemed by such Lender Bank or (as the case may be) the Agent to be material, then, upon demand by then such LenderBank or the Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Prime Rate, the Borrower and such Bank shall promptly pay thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such notice, an adjustment payable hereunder that will compensate such Bank for such reduction. If the Borrower and such Bank are unable to agree to such Lender such additional amounts as shall be sufficient to compensate such Lender adjustment within thirty (30) days of the date on an after-tax basis and without duplication of amounts paid by which the Borrower pursuant to Section 10.3) for receives such reduced return which is reasonably allocable to this Agreementnotice, together with interest then commencing on such amount from the fourth (4th) Business Day after the date of demand or such notice (but not earlier than the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 Settlementseffective date of any such increased capital requirement), the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authoritiesfees payable hereunder shall increase by an amount that will, in each case pursuant to Basel IIIsuch Bank’s reasonable determination, provide adequate compensation. Each Bank shall allocate such cost increases among its customers in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph good faith and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)an equitable basis.

Capital Adequacy. If any Bank shall, at any time, reasonably determine that (a) the adoption (i) after the date hereofof this Agreement, the adoption of any Applicable Law regarding the capital adequacy guidelines or liquidity (ii) at any time, of any other applicable law, government rule, regulation or order regarding capital adequacy of banks or bank holding companies, or (b) any change in Applicable Law (whether adopted before i) any of the foregoing or after the Effective Date(ii) or any change in the interpretation or administration thereof of any of the foregoing by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or (c) compliance by such Lender (or the bank holding company of such Lender) with any policy, guideline, directive or request regarding capital adequacy or liquidity (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s the capital as a consequence of its obligations hereunder with respect to the Loans such Bank to a level below that which it such Bank could have achieved but for such adoption, change or compliance (taking into consideration the policies of such Lender’s policies Bank with respect to capital adequacy or liquidity in effect immediately before such adoption, change or compliance compliance) and assuming that (x) such Lender’s (reduction is as a consequence of the Commitment of, or the bank holding company making, converting or continuing of any Loans by, such LenderBank hereunder and (y) capital was fully utilized prior to such adoption, change or compliance) by an amount reduction is reasonably deemed by such Lender Bank to be material, thenthen (1) such Bank shall deliver to the Borrower and the Administrative Agent a certificate stating the reduction in the rate of return such Bank will in the future suffer as a result of its Commitment or the making, upon demand converting or continuing any Loans by it to the Borrower hereunder and (2) the Borrower shall, within 30 days after its receipt of such certificate, at its sole option, either (A) pay to the Administrative Agent for the account of such Bank from time to time as specified by such Lender, the Borrower shall promptly pay to Bank such Lender such additional amounts amount as shall be sufficient to compensate such Lender Bank for such reduced return, or (on an after-tax basis B) replace such Bank in accordance with the provisions of Section 5.10; PROVIDED, HOWEVER, that if the Borrower does not exercise the option specified in clause (B) above within 30 days after receipt of the certificate referred to above, then (1) such Bank shall deliver to the Borrower and without duplication the Administrative Agent a second certificate stating the reduction in the rate of return of such Bank and (2) the Borrower shall promptly pay, as specified by such Bank, to the Administrative Agent for the account of such Bank amounts paid by sufficient to compensate such Bank for the reduction in its rate of return. The amount stated in any certificate delivered to the Borrower pursuant to the provisions of this Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail 5.7 shall be presumptively correct conclusive and binding for all purposes, absent manifest error. Notwithstanding In determining any such amount, such Bank may use reasonable averaging and attribution methods. The payments required under this Section 5.7 are in addition to any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be payments and indemnities required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)hereunder.

Capital Adequacy. If after the date hereof, the adoption of any Applicable Law regarding the capital adequacy of Lenders or liquidity of banks or bank Lender holding companies, or any change in Applicable Law (whether adopted before or after the Effective Agreement Date) or any change in the interpretation or administration thereof (adopted after the Agreement Date) by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agencyagency (issued after the Agreement Date), has or would have the effect of reducing the rate of return on any Lender’s 's or any Lender's holding company's capital as a consequence of its obligations hereunder with respect to the Loans and the Commitments to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) 's capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon the earlier of ten (10) days after demand by such LenderLender or the Maturity Date, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreementreturn, together with interest on such amount from the fourth tenth (4th10th) Business Day day after the date of demand or the Term Loan Maturity Date, as applicable, Date until payment in full thereof at the Default Rate; provided that notwithstanding anything herein . Notwithstanding the foregoing, the Borrower shall only be obligated to compensate such Lender for any amount under this subsection arising or occurring during (i) in the case of each such request for compensation, any time or period commencing not more than ninety (90) days prior to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith date on which such Lender submits such request and (yii) all requestsany other time or period during which, 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless because of the date enactedunannounced retroactive application of such law, adopted regulation, interpretation, request or issueddirective, such Lender could not have known that the resulting reduction in return might arise. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If any Lender shall have determined that the adoption after the date hereof, Effective Date or effectiveness after the adoption Effective Date (whether or not previously announced) of any Applicable Law applicable law, rule, regulation or treaty regarding the capital adequacy or liquidity of banks or bank holding companiesadequacy, or any change in Applicable Law (whether adopted before or therein after the Effective Date) , or any change in the interpretation or administration thereof after the Effective Date by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such any Lender (or the bank holding company of such Lender) with any request or directive after the Effective Date regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, agency has or would have the effect of reducing the rate of return on the capital of such Lender or any Lender’s capital corporation controlling such Lender as a consequence of its obligations hereunder with respect to hereunder, under the Loans Notes or other Obligations held by it to a level below that which it such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or complianceadequacy) by an amount reasonably deemed by such Lender or such corporation to be material, thenthen from time to time, upon satisfaction of the conditions precedent set forth in this Section, after demand by such LenderLender (with a copy to Agent) as provided below, the Borrower shall promptly pay (subject to Sections 11.7 and 11.15 hereof) to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction. The certificate of any Lender setting forth such amount or amounts as shall be sufficient necessary to compensate it and the basis thereof and reasons therefor shall be delivered as soon as practicable to Borrower and shall be prima facie evidence of the correctness thereof. Borrower shall pay the amount shown as due on any such Lender certificate within fifteen (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th15) Business Day Days after the date delivery of demand or the Term Loan Maturity Datesuch certificate. In preparing such certificate, a Lender may employ such assumptions and allocations of costs and expenses as applicable, until payment it shall in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇good faith deem reasonable and ma▇ ▇▇▇ ▇▇▇▇ Street Reform reasonable averaging 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)attribution method.

Capital Adequacy. If any Lender determines that after the date hereof, Twelfth Amendment Effective Date (i) the adoption of any Applicable Law regarding the capital adequacy or liquidity of requirements for banks or bank holding companiescompanies or the subsidiaries thereof, or any change in Applicable Law (whether adopted before or after the Effective Dateii) or any change in the interpretation or administration thereof of any such Applicable Law by any Governmental Authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or (iii) compliance by such Lender (or the bank its holding company of such Lender) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyagency regarding capital adequacy or liquidity requirements issued on or after the Twelfth Amendment Effective Date (whether or not having the force of law but if it does not have the force of law, being of a type with which the parties would customarily comply), has or would have the effect of reducing the rate of return on any such Lender’s capital as a consequence of its obligations hereunder with respect to the Loans to a level below that which it such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s and its holding company’s policies with respect to capital adequacy or liquidity requirements immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) but for such adoption, change or compliance as a consequence of such ▇▇▇▇▇▇’s commitment to make the Loans pursuant hereto by an any amount reasonably deemed by such Lender to be material: (i) Administrative Agent shall promptly, then, upon demand by such Lender, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication after its receipt of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount a certificate from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice Lender’s determination of such Lender occurrence, give notice thereof to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on any Borrower and Lenders; and (ii) Borrowers, jointly and severally, shall pay to Administrative Agent, for the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver account of such Lender’s right , as an additional fee from time to demand such compensationtime, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).to

Capital Adequacy. If any Lender shall have determined in good faith that the adoption, effectiveness, phase-in or applicability (excluding any adoption, effectiveness, phase-in or applicability published as of the Effective Date and currently scheduled to take effect) after the date hereof, the adoption hereof of any Applicable Law law, rule or regulation (or any provision thereof) regarding the capital adequacy or liquidity of banks or bank holding companiesadequacy, or any change in Applicable Law (whether adopted before therein or after the Effective Date) or any change in the interpretation or administration thereof after the date hereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such any Lender (or the bank holding company of such Lenderits applicable lending office) with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any Lender’s capital corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of its Credit or participations therein or other obligations hereunder with respect to the Loans to a level below that which it such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender’s policies Lender or such controlling corporation with respect regard to capital adequacy or liquidity immediately before adequacy), then from time to time, within fifteen Business Days after receipt by Company from such adoptionLender of the statement referred to in the next sentence, change or compliance and assuming that such Lender’s Company shall pay (or cause the bank holding company of such Lenderapplicable Subsidiary Borrower to pay) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as shall be sufficient to will compensate such Lender (or such controlling corporation on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Ratereduction; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such a Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required entitled to compensate a Lender pursuant avail itself of the benefit of this subsection 2.7A to the foregoing provisions of this Section for extent that any increased costs such reduction in return was incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies time it first makes a demand therefor, unless the Borrower of the circumstances circumstance giving rise to such increased costs reduced return arose or reductions and became applicable retrospectively, in which case no time limit shall apply (provided that such Lender has notified Company within six months from the date such circumstances arose or became applicable). Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this subsection 2.7A, will give prompt written notice thereof to Company (with a copy to Administrative Agent), which notice shall set forth in reasonable detail the basis of the calculation of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)additional amounts.

Capital Adequacy. If after the date hereof, hereof any Bank or the Agent ---------------- determines that (i) the adoption of or change in any Applicable Law law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding the capital adequacy or liquidity of requirements for banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) companies or any change in the interpretation or administration application thereof by any Governmental Authority, central bank a court or comparable agency charged governmental authority with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Lawappropriate jurisdiction, or (ii) compliance by such Lender (Bank or the bank holding company of Agent or any corporation controlling such Lender) Bank or the Agent with any law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on any Lender’s capital as a consequence of its obligations hereunder such Bank's or the Agent's commitment with respect to the any Loans to a level below that which it such Bank or the Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s Bank's or the Agent's then existing policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company full utilization of such Lender) capital was fully utilized prior to such adoption, change or complianceentity's capital) by an any amount reasonably deemed by such Lender Bank or (as the case may be) the Agent to be material, then, upon demand by then such LenderBank or the Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the Borrower and such Bank shall promptly pay thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Bank in light of these circumstances. If the Borrower and such Bank are unable to agree to such Lender such additional amounts as shall be sufficient to compensate such Lender adjustment within thirty (30) days of the date on an after-tax basis and without duplication of amounts paid by which the Borrower pursuant to Section 10.3) for receives such reduced return which is reasonably allocable to this Agreementnotice, together with interest then commencing on such amount from the fourth (4th) Business Day after the date of demand or such notice (but not earlier than the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 Settlementseffective date of any such increased capital requirement), the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authoritiesfees payable hereunder shall increase by an amount that will, in each case pursuant to Basel IIIsuch Bank's reasonable determination, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).provide adequate

Capital Adequacy. If after any Lender shall determine that (a) the date hereof, the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or introduction after the Effective DateDate of any Capital Adequacy Regulation, (b) or any change after the Effective Date in any Capital Adequacy Regulation, (c) any change after the Effective Date in the interpretation or administration thereof of any Capital Adequacy Regulation by any Governmental Authority, central bank or comparable agency other Governmental Authority charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or (d) compliance by such Lender (or the bank holding company of its Lending Office) or any corporation controlling such Lender) , with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has Capital Adequacy Regulation; affects or would have affect the effect amount of reducing the rate of return on capital required or expected to be maintained by such Lender or any Lender’s capital as a consequence of its obligations hereunder with respect to the Loans to a level below that which it could have achieved but for corporation controlling such adoption, change or compliance Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitments, Loans, credits or the bank holding company obligations under this Agreement, then, within 10 Business Days after demand of such Lender) capital was fully utilized prior , the Company shall upon demand pay to such adoptionLender, change or compliance) by an amount reasonably deemed by such Lender from time to be material, then, upon demand time as specified by such Lender, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which increase; provided, however, that, if the designation of an alternative branch or lending office of the Lender will avoid or reduce such increased amount the Lender will designate such alternative branch or lending office, subject to its determination that such designation is reasonably allocable not disadvantageous to such Lender. For the avoidance of doubt, this AgreementSection 3.04 shall apply to all requests, together rules, guidelines or directives concerning capital adequacy issued in connection with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereofAct, regardless of the date enactedadopted, adopted issued, promulgated or issued. A certificate of implemented but only if any such Lender setting forth the amount requirements are generally applicable to be paid to such Lender (and for which reimbursement is generally being sought by the Borrower as a result of any event referred Lenders in respect of) credit transactions similar to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant transaction from borrowers similarly situated to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)Company.

Capital Adequacy. If after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s capital as a consequence of its obligations hereunder with respect to the Loans and the Commitments to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).fourth

Capital Adequacy. If If, after the date hereof, any Lender (or any Affiliate of any Lender) shall have reasonably determined that the adoption of any Applicable Law Law, governmental rule, regulation or order regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such any Lender (or the bank holding company any Affiliate of such any Lender) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender (or any Affiliate of such Lender’s capital ) as a consequence of its any of such Lender’s Revolving Credit Facility or obligations hereunder with respect to the Loans to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration the policies of such Lender (or Affiliate of such Lender’s policies ) with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that the capital of such Lender’s Lender (or the bank holding company Affiliate of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material), then, upon demand by such Lender (with a copy of such demand to Agent), Borrower shall immediately pay to Agent, for the benefit of such Lender, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without for any such reduction actually suffered; provided, that there shall be no duplication of amounts paid by the Borrower to such Lender pursuant to this sentence and Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct Section 10.5 shall, absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensationdeemed final, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions binding and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)conclusive upon Borrower.

Capital Adequacy. If Without duplication with respect to costs addressed under Section 10.3 hereof, if after the date hereof, hereof the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Agreement Date) or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any such Lender’s capital as a consequence of its obligations hereunder with respect to the Loans and the Revolving Loan Commitment, to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon the earlier of thirty (30) days after demand by such LenderLender or the latest Maturity Date, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreementreturn, together with interest on such amount from the fourth thirtieth (4th30th) Business Day day after the date of demand or the Term Loan latest Maturity Date, as applicable, until payment in full thereof at the Default Base Rate; provided that notwithstanding anything herein . Before giving any notice to the contraryAdministrative Agent pursuant to this Section 2.12, (x) such Lender shall designate a different lending office if such designation will avoid the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform need for giving such notice 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 or foreign regulatory authoritieswill not, in each case pursuant the sole reasonable judgment of such Lender, be otherwise materially disadvantageous to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issuedsuch Lender. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct prima facie evidence of such amount absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or other than changes that are effective after the Effective Agreement Date but result from the adoption of any Applicable Law prior to the Agreement Date) or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agencyagency made subsequent to the date hereof, has or would have the effect of reducing the rate of return on any Lender’s 's capital as a consequence of its obligations hereunder with respect to the Loans and the Revolving Loan Commitment to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) 's capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon the earlier of ten (10) days after demand by such LenderLender or the Maturity Date, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreementreturn, together with interest on such amount from the fourth tenth (4th10th) Business Day day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein . Before giving any notice to the contraryAdministrative Agent pursuant to this Section 2.13, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the sole reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Notwithstanding the foregoing, the Borrower shall only be obligated to compensate such Lender for any amount under this subsection arising or occurring during (xi) in the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requestscase of each such request for compensation, rules, guidelines any time or directives thereunder or issued in connection therewith period commencing not more than ninety (90) days prior to the date on which such Lender submits such request and (yii) all requestsany other time or period during which, 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless because of the date enactedunannounced retroactive application of such law, adopted regulation, interpretation, request or issueddirective, such Lender could not have known that the resulting reduction in return might arise. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If after the date hereofAgreement Date, any Lender or Issuing Bank (or any Affiliate of the foregoing) shall have reasonably determined that the adoption of any Applicable Law Law, governmental rule, regulation or order regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender or Issuing Bank (or any Affiliate of the bank holding company of such Lenderforegoing) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyagency (but only if such adoption, change, request or directive occurs after the Agreement Date), has or would have the effect of reducing the rate of return on any such Lender’s or Issuing Bank’s (or any Affiliate of the foregoing) capital as a consequence of its such Lender’s or Issuing Bank’s portion of the Revolving Loan Commitment or obligations hereunder with respect to the Loans to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or Issuing Bank’s (or any Affiliate of the foregoing) policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s or Issuing Bank’s (or any Affiliate of the bank holding company of such Lenderforegoing) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material), then, promptly upon demand by such LenderLender or Issuing Bank, the Borrower Borrowers shall promptly immediately pay to such Lender or Issuing Bank such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without or Issuing Bank for any such reduction actually suffered; provided, however, that there shall be no duplication of amounts paid by the Borrower to a Lender pursuant to this sentence and Section 10.3) for such reduced return which is reasonably allocable to this Agreement12.3; provided, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Datefurther, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrarycontrary contained herein, for the purposes of this Section 12.5, the following shall be deemed to have occurred after the Agreement Date: (xi) the adoption of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (yii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlementssettlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender or Issuing Bank setting forth the amount to be paid to such Lender or Issuing Bank by the Borrower Borrowers as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct shall, absent manifest error, be conclusive. Notwithstanding any other provision of this Section 2.11Such Lender or the Issuing Bank will designate a different lending office if such designation will avoid the need for, no Lender shall demand or reduce the amount of, such compensation for any increased cost or reduction referred to above if it shall not at and will not, in the time be the general policy or practice sole judgment of such Lender or the Issuing Bank, be otherwise disadvantageous to demand such compensation in similar circumstances under comparable provisions of other credit agreementsLender or the Issuing Bank. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to the foregoing provisions of this Section 2.11 12.5 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that, provided that other than in respect of matters covered by the Borrower second proviso to the first sentence of this Section 12.5, the Borrowers shall not be required to compensate a Lender or the Issuing Bank pursuant to the foregoing provisions of this Section 12.5 for any increased costs reductions in rate of return incurred or reductions suffered more than six (6) months 270 days prior to the date that such Lender or the Issuing Bank notifies the Borrower Borrowers of the circumstances change in Applicable Law or other occurrence giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor (except therefore; provided further that, if the circumstances change in Applicable Law or other occurrence giving rise to such increased costs or reductions is retroactive, then the six (6) month 270 day period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Second Restatement Date) or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s capital as a consequence of its obligations hereunder with respect to the Loans to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender▇▇▇▇▇▇’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If Without limiting any other provisions of this Agreement, in the event that the Lender determines after the date hereof, hereof that the adoption introduction or change after the date of this Agreement of any Applicable Law law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding the capital adequacy or liquidity of banks or bank holding companiesadequacy, or any change in Applicable Law (whether adopted before therein or after the Effective Date) or any change in the interpretation or administration application thereof by any Governmental Authority, central bank or comparable agency charged with after the interpretation or administration thereof, including any such change resulting from the enactment or issuance date of any regulation or regulatory interpretation affecting existing Applicable Lawthis Agreement, or compliance by such the Lender (or the bank holding company of such Lender) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) of any such Governmental Authority, from a central bank or comparable agencygovernmental authority or body having jurisdiction which is introduced or changed after the date of this Agreement, has does or would shall have the effect of reducing the rate of return on any the Lender’s 's capital as a consequence of its obligations hereunder with respect to the Loans or under a Letter of Credit to a level below that which it the Lender could have achieved but for such adoptionlaw, treaty, rule, regulation, guideline or order or such change or compliance (taking into consideration such the Lender’s 's policies with respect to capital adequacy or liquidity and assuming the full utilization of the Lender's capital immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such the Lender to be material, thenthen the Lender shall promptly after its determination of such occurrence notify the Borrower thereof. The Borrower agrees to pay to the Lender as an additional fee from time to time, upon within ten (10) days after written notice and demand by such the Lender, such amount as the Borrower shall promptly pay Lender certifies to such Lender such additional amounts as shall be sufficient to the amount that will compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) it for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued reduction in connection therewith and (y) all requests, rules, guidelines with its obligations hereunder 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless under a Letter of the date enacted, adopted or issuedCredit. A certificate of such the Lender setting claiming compensation under this Section 4.07 shall be conclusive in the absence of manifest error or fraud and shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder and the method by which such amounts were determined. In determining such amount, the Lender by the Borrower as a result of any event referred to in this paragraph may use reasonable averaging and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)attribution methods.

Capital Adequacy. If after the date hereof, Lender shall determine in its commercially reasonable judgment that the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companiestaking effect of, or any change in, any applicable Law regarding capital adequacy, in Applicable Law (whether adopted before or each instance, after the Effective Closing Date) , or any change after the Closing Date in the interpretation interpretation, administration or administration application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation interpretation, administration or administration application thereof, including any such change resulting from or the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) any Person controlling Lender with any request, guideline or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyagency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on any Lender’s or such controlling Person’s capital as a consequence of its Lender’s obligations hereunder with respect to the Loans to a level below that which it Lender or such controlling Person could have achieved but for such adoption, change taking effect, change, interpretation, administration, application or compliance (taking into consideration Lender’s or such Lendercontrolling Person’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lenderadequacy) capital was fully utilized prior then from time to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, thentime, upon written demand by Lender (which demand shall be accompanied by a statement setting forth the basis for such Lenderdemand and a calculation of the amount thereof in reasonable detail), the Borrower Borrowers shall promptly pay to such Lender such additional amounts amount as shall be sufficient to will compensate Lender or such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) controlling Person for such reduced return reduction, so long as such amounts have accrued on or after the day which is reasonably allocable two hundred seventy (270) days prior to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of on which Lender first made demand or the Term Loan Maturity Datetherefor; provided, as applicablehowever, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein in this Agreement to the contrary, (xi) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (yii) 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereofa “change in applicable Law”, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount This Section 2.8(g) shall not apply to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail Taxes, which shall be presumptively correct absent manifest error. Notwithstanding any other provision of this governed exclusively by Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six 2.8(a) through (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereoff).

Capital Adequacy. If after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Agreement Date) or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s capital as a consequence of its obligations hereunder with respect to the Loans and the Commitments to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3basis) for such reduced return which is reasonably allocable to this Agreementreturn, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If after (a) In the date hereofevent that the Lender (for purposes of this Section 2.14, the adoption of term “Lender” shall include the Lender and any Applicable Law corporation or bank controlling the Lender) shall have determined that any applicable law, rule, regulation or guideline regarding the capital adequacy or liquidity of banks or bank holding companiesin effect on the Closing Date, or any change in Applicable Law (whether adopted before or therein effected after the Effective Closing Date) , or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency other financial, monetary or other authority, in each case adopted after the Closing Date, charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such the Lender (or the bank holding company of such Lender) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any the Lender’s capital as a consequence of its obligations hereunder with respect to the Loans to a level below that which it the Lender could have achieved but for such adoption, change or compliance (taking into consideration such each Lender’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be materialadequacy), then, from time to time, the Borrowers shall pay upon demand by such Lender, to the Borrower shall promptly pay to such Lender such additional amount or amounts as shall be sufficient to will compensate such the Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreementreduction; provided, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Datehowever, as applicablethat, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) this Section 2.14 shall be deemed to apply to the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and to The Basel III Accord published by The Basel Committee on Banking Supervision, and to all requests, rules, regulations, guidelines or directives thereunder under either of the foregoing 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereoftherewith, regardless of the date enacted, adopted or issued, even if enacted, adopted or issued before the Closing Date. A certificate In determining such amount or amounts, the Lender may use any reasonable averaging or attribution methods. The Lender shall certify the amount of such Lender setting forth reduction and provide a reasonably detailed calculation thereof to Administrative Borrower. Notwithstanding anything to the amount to be paid to such Lender by the Borrower as a result of any event referred to contrary in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.112.14, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower Loan Parties shall not be required to compensate a the Lender pursuant to the foregoing provisions of this Section 2.14 for any increased costs amounts incurred or reductions suffered more than six one hundred eighty (6180) months days prior to the date that such the Lender notifies the Administrative Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except therefor; provided, that, if the circumstances giving rise to such increased costs or reductions is retroactiveclaim have a retroactive effect, then the six such one hundred eighty (6180) month day period referred to above shall be extended to include the period of such retroactive effect thereof)effect. The protection of this Section 2.14 shall be available to the Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition. (b) A certificate of the Lender setting forth such amount or amounts as shall be necessary to compensate the Lender with respect to Section 2.14(a) when delivered to Administrative Borrower shall be conclusive absent manifest error.

Capital Adequacy. If any Bank or Issuing Bank or any Affiliate of any Bank shall have reasonably determined that the adoption after the date hereof, the adoption Agreement Date of any Applicable Law Law, governmental rule, regulation or order regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) therein, or any change after the Agreement Date in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (Bank or the bank holding company Issuing Bank or any Affiliate of such Lender) any Bank with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's or Issuing Bank's or any Lender’s Affiliate of such Bank capital as a consequence of its such Bank's or Issuing Bank's Commitment or obligations hereunder with respect to the Loans to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s Bank's or Issuing Bank's or any Affiliate of such Bank's policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (Bank's or the bank holding company Issuing Bank's or any Affiliate's of such Lender) Bank, capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material), 102 then, upon by the earlier of (x) 15 days after demand by such LenderBank or Issuing Bank, or (y) the Maturity Date, the Borrower Co-Borrowers shall promptly immediately pay to such Lender Bank or Issuing Bank such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without Bank or Issuing Bank for any such reduction actually suffered; provided, however, that there shall be no duplication of amounts paid by the Borrower to a Bank pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform sentence 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date SECTION 11.3 hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender Bank or Issuing Bank setting forth the amount to be paid to such Lender Bank or Issuing Bank by the Borrower Co-Borrowers as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct shall, absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)conclusive.

Capital Adequacy. If any Bank shall determine that the ---------------- applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof, the adoption hereof of any Applicable Law other applicable law, rule, regulation or guideline regarding the capital adequacy or liquidity of banks or bank holding companiesadequacy, or any change in Applicable Law (whether adopted before the foregoing or after the Effective Date) or any change in the enforcement, interpretation or administration thereof by any Governmental Authority, central bank or comparable agency Authority charged with the enforcement, interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender Bank or any Person controlling such Bank (or the bank holding company of such Lendera "Parent") with any request or ------ directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s capital of such Bank or its Parent as a consequence of its such Bank's obligations hereunder with respect to the Loans to a level below that which it such Bank (or its Parent) could have achieved but for such applicability, adoption, change or compliance (taking into consideration the policies of such Lender’s policies Bank (or its Parent) with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or complianceadequacy) by an amount reasonably deemed by such Lender Bank to be material, thenthen from time to time, upon within the second Business Day after demand by such LenderBank, the Borrower Borrowers shall promptly pay to such Lender Bank such additional amount or amounts as shall be sufficient to will compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) Bank for such reduced return which is reasonably allocable to this Agreementreduction in the rate of return, together with interest on each such amount from the fourth (4th) Business Day thirtieth day after the date of such demand or the Term Loan Maturity Date, as applicable, until payment in full thereof (as well after as before judgement) at the Post-Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities. A statement of such Bank, in each case pursuant to Basel IIIreasonable detail, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender claiming compensation under this Section 3.12 and setting forth the additional amount or amounts to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail it hereunder shall be presumptively correct conclusive absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, ; provided that the Borrower determination -------- thereof is made on a reasonable basis and provided further that the Borrowers -------- ------- shall not be required obligated to compensate a Lender pursuant to the foregoing provisions of this Section any Bank for any increased costs incurred or reductions suffered such reduction occurring more than six (6) months 30 days prior to the date that such Lender time the Bank first notifies the Borrower of the circumstances giving rise to such increased costs or reductions and Borrowers of such Lender’s intention to claim compensation therefor (except thatadoption, if implementation, charge or compliance, and provided further that in administering this Section each Bank shall not single out the circumstances giving rise to Borrowers for different treatment but shall deal with them on the same basis as the Bank deals with its other customers generally. In determining such increased costs or reductions is retroactiveamount, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)such Bank may use any reasonable averaging and attribution methods.

Capital Adequacy. (a) If any Bank shall have determined that after the date hereof, hereof the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable any Requirement of Law (whether adopted before including any rules or after the Effective Dateregulations issued under or implementing any existing law) regarding capital adequacy or any change in the interpretation or administration application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (Bank or the bank holding company of any corporation controlling such Lender) Bank with any request or directive after the date hereof regarding capital adequacy or liquidity (whether or not having the force of law) of from any such central bank or Governmental Authority, central bank does or comparable agency, has or would shall have the effect of reducing the rate of return on any Lendersuch Bank’s or such corporation’s capital as a consequence of its obligations hereunder with respect to the Loans or under any Letter of Credit to a level below that which it such Bank or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such LenderBank’s or such corporation’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or complianceadequacy) by an amount which is reasonably deemed by such Lender Bank to be material, thenthen from time to time, upon demand promptly after submission by such LenderBank, through the Agent, to the Company of a written request therefor (such request, which shall be conclusive and binding upon all parties in the absence of manifest error, shall include details reasonably sufficient to establish the basis for such additional amounts payable and shall be submitted to the Company within 30 Working Days after it becomes aware of such fact), the Borrower shall promptly Company shall, within 10 days of such written request, pay to such Lender Bank such additional amount or amounts as shall be sufficient to will compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) Bank for such reduced return which is reasonably allocable to reduction. The agreements in this Agreement, together with interest on such amount from subsection 2.16 shall survive the fourth termination of this Agreement and payment of the Loans and the Notes and all other amounts payable hereunder. (4thb) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding Notwithstanding anything herein to the contrarycontrary (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (xor any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or guidelines, requirements and 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 or foreign regulatory authorities, in each case pursuant to Basel IIIimplementation thereof, shall in each case be deemed to be enacted, adopted or issued after the date hereofa change in a Requirement of Law, regardless of the date enacted, adopted adopted, issued or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)implemented.

Capital Adequacy. If after the date hereof, any Lender shall reasonably determine that the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companiestaking effect of, or any change in, any applicable Law regarding capital adequacy, in Applicable Law (whether adopted before or each instance, after the Effective Closing Date) , or any change after the Closing Date in the interpretation interpretation, administration or administration application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation interpretation, administration or administration application thereof, including any such change resulting from or the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by any Lender or any Person controlling such Lender (or the bank holding company of such Lender) with any request, guideline or directive regarding capital adequacy or liquidity (whether or not having the force of lawLaw) of any such Governmental Authority, central bank or comparable agencyagency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on any such Lender’s or such controlling Person’s capital as a consequence of its such Lender’s obligations hereunder with respect to the Loans or under any Support Agreement or Lender Letter of Credit to a level below that which it such Lender or such controlling Person could have achieved but for such adoption, change taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lenderadequacy) capital was fully utilized prior then from time to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, thentime, upon demand by such LenderLender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, the a copy of which shall be furnished to Administrative Agent), Borrower shall promptly pay to such Lender such additional amounts amount as shall be sufficient to will compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) or such controlling Person for such reduced return reduction, so long as such amounts have accrued on or after the day which is reasonably allocable no more than two hundred seventy (270) days prior to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of on which such Lender first made demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Ratetherefor; provided that notwithstanding anything herein in this Agreement to the contrary, (xi) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (yii) 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereofa “change in applicable Law”, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If any Lender or Letter of Credit Issuer determines that after the date hereof, hereof (i) the adoption of any Applicable Law regarding the capital adequacy or liquidity of requirements for banks or bank holding companiescompanies or the subsidiaries thereof, or any change in Applicable Law (whether adopted before or after the Effective Dateii) or any change in the interpretation or administration thereof of any such Applicable Law by any Governmental Authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or (iii) compliance by such Lender (or the bank Letter of Credit Issuer or such Lender’s or such Letter of Credit Issuer’s holding company of such Lender) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyagency regarding capital adequacy (whether or not having the force of law), has or would have the effect of reducing the rate of return on any Lender’s or Letter of Credit Issuer’s capital as a consequence of its obligations hereunder with respect to the Loans to a level below that which it such Lender or Letter of Credit Issuer could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s and its holding company’s policies or such Letter of Credit Issuer’s and its holding company’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company Letter of such Lender) Credit Issuer’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 or Letter of Credit Issuer’s commitment to make the Loans or Letters of Credit pursuant hereto by an any amount reasonably deemed by such Lender or Letter of Credit Issuer to be material: (a) Agent shall promptly, then, upon demand by after its receipt of a certificate from such Lender or Letter of Credit Issuer setting forth such Lender’s or Letter of Credit Issuer’s determination of such occurrence, give notice thereof to any Borrower and Lenders; and (b) provided that any such additional fee shall be applicable to all customers of such Lender or Letter of Credit Issuer under loan facilities of the Borrower type provided for under this Agreement, Borrowers shall promptly pay to Agent, for the account of such Lender or Letter of Credit Issuer, as an additional fee from time to time, within ten (10) days of such additional amounts notice prior to the occurrence of an Event of Default or on demand upon and during the continuance of an Event of Default, such amount as shall such Lender or Letter of Credit Issuer certifies to be sufficient the amount reasonably calculated to compensate such Lender (on an after-tax basis and without duplication or Letter of amounts paid by the Borrower pursuant to Section 10.3) Credit Issuer for such reduced return which is reasonably allocable to this Agreementreduction. Such certificate will set forth, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 Settlementsreasonable detail, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless nature of the date enactedoccurrence giving rise to such compensation, adopted the additional amount or issued. A certificate of such Lender setting forth the amount amounts to be paid to such Lender or Letter of Credit Issuer (including the basis for such Lender’s or Letter of Credit Issuer’s determination of such amount), and the method by the Borrower as a result which such amounts were determined. In determining such amount, such Lender or Letter of Credit Issuer may use any event referred to in this paragraph reasonable averaging and supporting calculations in reasonable detail shall be presumptively correct absent manifest errorattribution method. Notwithstanding any other provision For purposes of this Section 2.11, no 2.8 all references to a Lender or Letter of Credit Issuer shall demand compensation for be deemed to include any increased cost bank holding company or reduction referred to above if it shall not at the time be the general policy or practice bank parent of such Lender to demand such compensation in similar circumstances under comparable provisions or Letter of other credit agreementsCredit Issuer. Failure or delay on Notwithstanding the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensationforegoing, provided that the Borrower Borrowers shall not be required liable to compensate a Agent or any Lender pursuant to the foregoing provisions or Letter of Credit Issuer for any amounts claimed under this Section for any increased costs incurred or reductions suffered 2.8 in connection with events that occurred more than six (6) months prior to the date that such Lender notifies the Borrower 180 days before Borrowers’ receipt of the circumstances giving rise a Lender’s or Letter of Credit Issuer’s certificate claiming entitlement to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)compensation.

Capital Adequacy. If If, after the date hereof, any Lender (or any Affiliate of any Lender) shall have reasonably determined that the adoption of any Applicable Law Law, governmental rule, regulation or order regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such any Lender (or the bank holding company any Affiliate of such any Lender) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of Lender (or any Affiliate of Lender’s capital ) as a consequence of its any of such Lender's obligations hereunder with respect to the Loans to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such the policies of any Lender (or Affiliate of any Lender’s policies ) with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that the capital of such Lender’s Lender (or the bank holding company Affiliate of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material), then, upon demand by such Lender, the Borrower shall promptly immediately pay to such Lender lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without lender for any such reduction actually suffered; provided, that there shall be no duplication of amounts paid by the Borrower to any Lender pursuant to this sentence and Section 10.3) for such reduced return which is reasonably allocable to 14.1. For purposes of this AgreementSection 14.2, together with interest on such amount from the fourth (4th) Business Day after the date of demand a change in Applicable Law, governmental rule, regulation or the Term Loan Maturity Dateorder shall include, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrarywithout limitation, (x) any change made or which becomes effective on the basis of a law, treaty, rule, regulation, interpretation administration or implementation then in force, the effective date of which change is delayed by the terms of such law, treaty, rule, regulation, interpretation, administration or implementation, (y) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (Pub. L. 111-203, H.R. 4173) and all requests, rules, guidelines regulations, guidelines, interpretations or directives promulgated thereunder or issued in connection therewith therewith, regardless of the date enacted, adopted, issued or promulgated, whether before or after the Closing Date and (yz) 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless . Such Lender's determination of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct Section 14.2 shall, absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensationdeemed final, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions binding and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)conclusive upon Borrower.

Capital Adequacy. (a) If after the date hereof, the adoption of any Applicable Bank (an "Affected Bank") determines that compliance with any Law regarding the capital adequacy or liquidity of banks regulation or bank holding companies, with any guideline or request from any change in Applicable Law (whether adopted before or after the Effective Date) or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity other Governmental Agency (whether or not having the force of lawLaw) enacted or issued after the Closing Date relating to the capital adequacy of any such Governmental Authority, central bank banks or comparable agency, corporations in control of banks has or would have the effect of reducing the rate of return on the capital of such Affected Bank or any Lender’s capital corporation controlling such Affected Bank as a consequence of, or with reference to, such Affected Bank's Pro Rata Share of its obligations hereunder with respect to the Loans to a level below that the rate which it the Bank or such other corporation could have achieved but for such adoption, change or compliance (taking into consideration account the policies of such Lender’s policies Bank or corporation with respect regard to capital adequacy or liquidity immediately before such adoptionadequacy), change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior then Borrower shall from time to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, thentime, upon demand by such LenderAffected Bank in accordance with this Section 3.3 (with a copy of such demand to the Administrative Agent), the Borrower shall promptly within 15 days after demand pay to such Lender such Affected Bank additional amounts as shall be sufficient to compensate such Lender Affected Bank or other corporation for such reduction. (on b) An Affected Bank may not seek compensation under Section 3.3(a) unless the demand for such compensation is delivered to Borrower within 6 months following the date of enactment or issuance of the Law, regulation, guideline or request giving rise to such demand for compensation. (c) A certificate as to any amounts for which an after-tax basis Affected Bank is seeking compensation under Section 3.3(a), submitted to Borrower and without duplication the Administrative Agent by such Affected Bank, shall be conclusive and binding for all purposes, absent manifest error. Each Affected Bank shall calculate such amounts in a manner which is consistent with the manner in which it makes calculations for comparable claims with respect to similarly situated borrowers from such Affected Bank, will not allocate to Borrower a proportionately greater amount of such compensation than it allocates to each of its other commitments to lend or other loans with respect to which it is entitled to demand comparable compensation, and will not include amounts paid already factored into the rates of interest or fees already provided for herein. Each Bank agrees promptly to notify Borrower and the Administrative Agent of any circumstances that would cause Borrower to pay additional amounts pursuant to this Section, provided that the failure to give such notice shall not affect Borrower's obligation to pay such additional amounts hereunder. (d) Without limiting its obligation to reimburse an Affected Bank for compensation theretofore claimed by the Borrower an Affected Bank pursuant to Section 10.33.3(a), Borrower may, within 60 days following any demand by an Affected Bank, request that one or more Persons that are Eligible Assignees and that are acceptable to Borrower and approved by the Administrative Agent (which approval shall not be unreasonably withheld) for purchase all (but not part) of the Affected Bank's then outstanding Loans and its Note. If one or more such reduced return which is reasonably allocable Banks or banks so agree in writing (each, an "Assuming Bank" and collectively, the "Assuming Banks"), the Affected Bank shall assign its Loans to this Agreement, together the Assuming Bank or Assuming Banks in accordance with interest on such amount from the fourth (4th) Business Day after Section 11.8. On the date of demand or any such assignment, the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein Affected Bank which is being so replaced shall cease to the contrary, be a "Bank" for all purposes of this Agreement and shall receive (x) from the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines Assuming Bank or directives thereunder or issued in connection therewith Assuming Banks the principal amount of its Loans then outstanding and (y) from Borrower 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid interest and fees accrued and then unpaid with respect to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding Loans, together with any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost amounts accrued or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise then payable to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)Bank by Borrower.

Capital Adequacy. If any Lender shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof, it being agreed that “adopted after the date hereof” shall include compliance by a Lender or any lending office or holding company of a Lender with any Basle Law whether or not such Basle Law was in effect, applicable or phased in on or prior to or after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards” or pursuant to or arising out of any report, agreement or convention of any international banking group adopted subsequent to such 1988 report (said laws, rules, regulations and guidelines pursuant to or arising out of such 1988 report or any such subsequently adopted report, agreement or convention being sometimes collectively herein referred to as “Basle Laws”), or the adoption after the date hereof of any Applicable Law other law, rule, regulation or guideline regarding the capital adequacy (any such other law, rule, regulation or liquidity of banks or bank holding companiesguideline being sometimes herein referred to as “Other Laws”), or any change in Applicable Law any of the foregoing (whether adopted after the date hereof in respect of Other Laws; before or after the Effective Datedate hereof in respect of Basle Laws) or any change in the enforcement or interpretation or administration thereof of any of the foregoing (after the date hereof in respect of Other Laws; before or after the date hereof in respect of Basle Laws) by any Governmental Government Authority, central bank or comparable agency charged with the enforcement or interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such any Lender (or the bank any lending office of any Lender) or any holding company of such Lender) any Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of its Loan Commitments, Loans or any of its obligations hereunder with respect to the Loans to a level below that which it such Lender or such Lender’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or complianceadequacy) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender (or by Agent on such Lender’s behalf), the Borrower shall promptly pay to such Lender from time to time such additional amount or amounts as shall be sufficient to will compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) or such Lender’s holding company for any such reduced return which is reasonably allocable to this Agreementreduction suffered, together with interest on each such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, demanded until payment in full (after as well as before judgment) thereof at the Default Base Rate; provided that notwithstanding anything herein . Each Lender shall endeavor to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant give Borrower notice of its intention to Basel III, shall in each case be deemed to be enacted, adopted or issued require compensation under this Section 3.4 within a reasonable time after the date hereof, regardless of the date enacted, adopted or issued. A certificate loan officer of such Lender setting forth the amount to be paid with responsibility for this Agreement becomes aware of its entitlement to such Lender by the compensation under this Section 3.4, but no failure to give any such notice shall affect or relieve Borrower as a result of any event referred to in of Borrower’s obligations under this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding Section 3.4 or under any other provision of this Section 2.11, no Lender shall demand compensation for Agreement or any increased cost other Loan Document or reduction referred to above if it shall not at the time be the general policy result in any obligation or practice liability of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure Agent or delay on the part of any Lender to demand compensation pursuant Borrower or any other Person. A certificate of a Lender as to the foregoing provisions of amount required to be paid by Borrower under this Section 2.11 3.4 and showing in reasonable detail the basis for the calculation thereof shall, absent manifest error, be final and conclusive (it being understood that in no event shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not any Lender be required to compensate disclose in such certificate or otherwise any non-public information). In determining such amount or amounts, a Lender pursuant to the foregoing provisions may use any method of this Section for any increased costs incurred or reductions suffered more than six averaging and attribution as it (6in its sole and absolute discretion) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)deem applicable.

Capital Adequacy. If any Lender shall have determined in good faith that the adoption, effectiveness, phase-in or applicability (excluding any adoption, effectiveness, phase-in or applicability published as of the Effective Date and currently scheduled to take effect) after the date hereof, the adoption hereof of any Applicable Law law, rule or regulation (or any provision thereof) regarding the capital adequacy or liquidity of banks or bank holding companiesadequacy, or any change in Applicable Law (whether adopted before therein or after the Effective Date) or any change in the interpretation or administration thereof after the date hereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such any Lender (or the bank holding company of such Lenderits applicable lending office) with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any Lender’s capital corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Revolving Loan Commitment or Letters of its Credit or participations therein or other obligations hereunder with respect to the Loans to a level below that which it such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender’s policies Lender or such controlling corporation with respect regard to capital adequacy or liquidity immediately before such adoptionadequacy), change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior then from time to such adoptiontime, change or compliance) within fifteen Business Days after receipt by an amount reasonably deemed by Company from such Lender of the statement referred to be materialin the next sentence, then, upon demand by such Lender, the Borrower Company shall promptly pay to such Lender such additional amount or amounts as shall be sufficient to will compensate such Lender (or such controlling corporation on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Ratereduction; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such a Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required entitled to compensate a Lender pursuant avail itself of the benefit of this subsection 2.7A to the foregoing provisions of this Section for extent that any increased costs such reduction in return was incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies time it first makes a demand therefor, unless the Borrower of the circumstances circumstance giving rise to such increased costs reduced return arose or reductions and became applicable retrospectively, in which case no time limit shall apply (provided that such Lender has notified Company within six months from the date such circumstances arose or became applicable). Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this subsection 2.7A, will give prompt written notice thereof to Company (with a copy to Administrative Agent), which notice shall set forth in reasonable detail the basis of the calculation of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)additional amounts.

Capital Adequacy. If any Lender shall have determined in good faith that the adoption, effectiveness, phase-in or applicability after the date hereof, the adoption hereof of any Applicable Law law, rule or regulation (or any provision thereof) regarding the capital adequacy or liquidity of banks or bank holding companiesadequacy, or any change in Applicable Law (whether adopted before therein or after the Effective Date) or any change in the interpretation or administration thereof after the date hereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such any Lender (or the bank holding company of such Lenderits applicable lending office) with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any Lender’s capital corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Commitments or Letters of its Credit or participations therein or other obligations hereunder with respect to the Loans to a level below that which it such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender’s policies Lender or such controlling corporation with respect regard to capital adequacy or liquidity immediately before such adoptionadequacy), change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior then from time to such adoptiontime, change or compliance) within fifteen Business Days after receipt by an amount reasonably deemed by Borrowers from such Lender of the statement referred to be materialin the next sentence, then, upon demand by such Lender, the Borrower Borrowers shall promptly pay to such Lender such additional amount or amounts as shall be sufficient to will compensate such Lender (or such controlling corporation on an after-tax basis and without duplication for such reduction; provided that a Lender shall not be entitled to avail itself of amounts paid by the Borrower pursuant benefit of this subsection 2.7A to Section 10.3) for the extent that any such reduction in return was incurred more than 135 days prior to the time it first makes a demand therefor, unless the circumstance giving rise to such reduced return arose or became applicable retrospectively, in which is reasonably allocable case no time limit shall apply (provided that such Lender has notified Borrowers within 135 days from the date such circumstances arose or became applicable). Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Agreementsubsection 2.7A, together will give prompt written notice thereof to Borrowers’ Agent (with interest on a copy to Administrative Agent), which notice shall set forth in reasonable detail the basis of the calculation of such amount additional amounts. Any change arising from (i) the fourth (4th) Business Day after the date enactment or enforcement of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requestsof 2010, as amended, or any rules, regulations, interpretations, guidelines or directives promulgated thereunder or issued in connection therewith and (yii) all requests, rules, guidelines or directives directions promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall shall, in each case case, be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as considered a result of any event referred to change in law under this paragraph subsection and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any for all other provision purposes of this Section 2.11Agreement. In determining such additional amounts pursuant to this subsection, no each Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation act reasonably and in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant good faith and will, to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that extent the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of in amounts receivable relate to such Lender’s intention loans in general and are not specifically attributable to claim compensation therefor (except thata Loan hereunder, if use averaging and attribution methods which are reasonable and which cover all loans similar to the circumstances giving rise Loans made by such Lender whether or not the loan documentation for such other loans permits the Lender to such receive increased costs or reductions is retroactive, then of the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).type described in this subsection 2.7A.

Capital Adequacy. If after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Agreement Date) or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s 's or any Lender's holding company's capital as a consequence of its obligations hereunder with respect to the Loans and the Commitments to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) 's capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon the earlier of demand by such LenderLender or the Maturity Date, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreementreturn, together with interest on such amount from the fourth (4th) Business Day day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Agreement Date) or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s capital as a consequence of its obligations hereunder with respect to the Loans to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If any Lender shall have reasonably determined that the adoption (after the date hereof, the adoption Agreement Date) of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) Agreement Date or any change after the Agreement Date in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive issued or adopted after the date hereof regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, in each case first promulgated after the Agreement Date, has or would have the effect of reducing the rate of return on any such Lender’s 's capital as a consequence of its obligations hereunder with respect to the Loans to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) 's capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, thenthen such Lender shall promptly notify the Borrower of such adoption, compliance, or change. Within sixty (60) days of written notice by such Lender, the Borrower shall, in its discretion, (i) provide a replacement lender or lenders for such Lender, which replacement lender or lenders will be subject to the approval of the Administrative Agent, which, so long as no Default or Event of Default shall then exist, shall not be unreasonably withheld, and the Administrative Agent, such Lender and the Borrower shall take all necessary actions to transfer the rights, duties and obligations of such Lender to such replacement lender or lenders within such sixty (60) day period (including, without limitation, the payment in full of all Obligations hereunder due to the Lender being replaced), or (ii) thereafter, from time to time upon demand by such Lender, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreementreturn, together with interest on such amount from the fourth (4th) Business Day day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default RateBase Rate plus the Applicable Margin in effect for Base Rate Advances under the Revolving Commitment; provided provided, however, that notwithstanding anything herein the foregoing, the Borrower shall have no obligation to provide any such replacement bank or make any such payment in the event that the first such demand in respect of any such regulatory change, request or directive regarding capital adequacy was sent by such Lender more than ninety (90) days after it became aware of the applicability of such regulatory change, request or directive to the contraryLoans. Such Lender will designate a different lending office if such designation will avoid the need for, (x) or reduce the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform amount of, such compensation 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 or foreign regulatory authoritieswill not, in each case pursuant the judgment of such Lender, be otherwise materially disadvantageous to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issuedsuch Lender. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct conclusive, absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If If, after the date hereof, any Lender has determined that the adoption or effectiveness of any Applicable Law applicable Law, rule or regulation regarding the capital adequacy or liquidity of banks or bank holding companiesliquidity, or any change in Applicable Law (whether adopted before or after the Effective Date) therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any such Lender’s (or parent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder with respect to the Loans to a level below that which it such Lender, or its parent corporation, could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s (or parent corporation’s) policies with respect to capital adequacy or liquidity immediately before such adoptionand liquidity)(provided, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date a change in law for purposes hereof, regardless of the date enacted, adopted adopted, implemented or issued. A certificate of such Lender setting forth ), then the amount to be paid Borrower shall pay to such Lender within 15 days after demand, which demand shall contain the basis and calculations supporting such demand, such additional amount or amounts as will compensate such Lender for such reduction. Each determination by the Borrower as a result any such Lender of any event referred to in amounts owing under this paragraph and supporting calculations in reasonable detail shall be presumptively correct Section 4.2 shall, absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay conclusive and binding on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)parties hereto.

Capital Adequacy. If after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Restatement Date) or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s capital as a consequence of its obligations hereunder with respect to the Loans and the Commitments to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Restatement Date) or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s capital as a consequence of its obligations hereunder with respect to the Loans and the Commitments to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender, the relevant Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the relevant Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the relevant Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the relevant Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the relevant Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If after the date hereof, the adoption applicability of any Applicable Law law, rule, regulation, policy, guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding the capital adequacy adequacy, or liquidity of banks or bank holding companiesany change therein, or any change in Applicable Law (whether adopted before any of the foregoing or after the Effective Date) or any change in the interpretation or administration thereof of any of the foregoing by any Governmental Authoritydomestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such any Lender (or any lending office of any Lender), as the bank case may be, or by a Lender’s holding company of such Lender) company, as the case may be, with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any a Co-Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of its such Lender’s obligations hereunder with respect to the Loans or under this Agreement, the Notes or the other Loan Documents to a level below that which it such Lender could have achieved but for such adoption, change or compliance (taking into consideration such a Lender’s policies or Lenders’ holding company’s policies, as the case may be, with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or complianceadequacy) by an amount reasonably deemed by such Lender to be material, thenthen from time to time, upon demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as shall be sufficient to will compensate such Lender (on an after-tax basis and without duplication of amounts paid by or such Lender’s holding company, as the Borrower pursuant to Section 10.3) case maybe, for such reduced return which is reasonably allocable actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower to this Agreement, together a Lender in accordance with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right be paid by Borrower to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the within ten (10) days of receipt by Borrower from such Lender of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)notice described in § 4.7.

Capital Adequacy. If any Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof (it being agreed that "adopted after the date hereof" shall include compliance by a Bank or any lending office or holding company of a Bank with any Basle Law whether or not such Basle Law was in effect, applicable or phased in on or prior to or after the date hereof) pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards" (said laws, rules, regulations and guidelines being sometimes herein referred to as "BASLE LAWS"), or the adoption after the date hereof of any Applicable Law other law, rule, regulation or guideline regarding the capital adequacy (any such other law, rule, regulation or liquidity of banks or bank holding companiesguideline being sometimes herein referred to as "OTHER LAWS"), or any change in Applicable Law any of the foregoing (whether adopted after the date hereof in respect of Other Laws; before or after the Effective Datedate hereof in respect of Basle Laws) or any change in the enforcement or interpretation or administration thereof of any of the foregoing (after the date hereof in respect of Other Laws; before or after the date hereof in respect of Basle Laws) by any Governmental Government Authority, central bank or comparable agency charged with the enforcement or interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender any Bank (or the bank any lending office of any Bank) or any holding company of such Lender) any Bank with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s such Bank's capital or on the capital of such Bank's holding company, if any, as a consequence of its Commitments, Loans or any of its other obligations hereunder with respect to the Loans to a level below that which it such Bank or such Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender’s Bank's policies and the policies of such Bank's holding company with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or complianceadequacy) by an amount reasonably deemed by such Lender Bank to be material, thenTHEN, upon demand by such LenderBank (or by the Agent on such Bank's behalf), the Borrower shall promptly pay to such Lender Bank from time to time such additional amount or amounts as shall be sufficient to will compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) Bank or such Bank's holding company for any such reduced return which is reasonably allocable to this Agreementreduction suffered, together with interest on each such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, demanded until payment in full (after as well as before judgment) thereof at the Default Base Rate; provided that notwithstanding anything herein to the contraryPROVIDED, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requestsHOWEVER, 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate pay such compensation to a Lender pursuant Bank or corporation controlling such Bank, as the case may be, to the foregoing provisions extent the reduction is attributable to any such law, rule, regulation or guideline, or interpretation or administration thereof, or request or directive, as the case may be, that is not generally applicable to (a) in the case of this Section for each Bank that is a national bank, all national banks, or (b) in the case of any increased costs incurred other Bank, all banks of the same type organized under the same authority as such Bank (i.e., if such Bank is a State of New York charter bank, all State of New York chartered banks and if such bank is a federal savings bank, all federal savings banks, etc.) in the state in which such Bank has its principal office. Any Bank seeking reimbursement shall give the Borrower written notice of the law, treaty, rule or reductions suffered more than six (6) months prior regulation, or any interpretation or administration thereof, which may give rise to the date that increased cost. The Borrower shall make payment to such Lender notifies Bank of the amount due within sixty (60) days after receipt by the Borrower of such notice and the circumstances giving rise certificate referred to such increased costs or reductions and in the next sentence. A certificate of such Lender’s intention Bank submitted to claim compensation therefor the Borrower as to any such additional amount or amounts (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6including calculations thereof in reasonable detail) month period referred to above shall be extended to include prima facie evidence of the period amount thereof. In determining such amount or amounts, such Bank may use any method of retroactive effect thereof)averaging and attribution as it (in its sole and absolute discretion) shall deem applicable.

Capital Adequacy. If after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Agreement Date) or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s 's capital as a consequence of its obligations hereunder with respect to the Loans and the Commitment to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) 's capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, if such Lender exercises its capital adequacy protection rights (if any) generally for borrowers situated similarly to the Borrower and upon demand by such Lender, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreementreturn, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If after the date hereof, any Lender or Issuing Bank (or any affiliate thereof) shall have reasonably determined that the adoption of any Applicable Law applicable law, governmental rule, regulation or order regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender or Issuing Bank (or the bank holding company of such Lenderany affiliate thereof) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or Issuing Bank's (or any Lender’s affiliate thereof) capital as a consequence of its such Lender's or Issuing Bank's Commitments or obligations hereunder with respect to the Loans to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or Issuing Bank's (or any affiliate thereof) policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s 's or Issuing Bank's (or the bank holding company of such Lenderany affiliate thereof) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material), then, upon demand by such LenderLender or Issuing Bank, the Borrower Borrowers shall promptly immediately pay to such Lender or Issuing Bank such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without or Issuing Bank for any such reduction actually suffered; provided, however, that there shall be no duplication of amounts paid by the Borrower to a Lender or Issuing Bank pursuant to this sentence and Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date 11.3 hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender or Issuing Bank setting forth the amount to be paid to such Lender or Issuing Bank by the Borrower Borrowers as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct shall, absent manifest error, be conclusive. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).95 102

Capital Adequacy. If after the date hereofhereofRestatement Effective Date, the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change Change in Applicable Law (whether adopted before or after the ClosingRestatement Effective Date) or any change in the interpretation or administration thereof by any Governmental AuthorityEntity, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by any such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental AuthorityEntity, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lender’s capital or requiring the maintenance of additional liquidity (or that of its parent company) as a consequence of its obligations hereunder with respect to the Loans Loans, the Revolving Commitment, Swing Line Commitment and the Incremental Facility Commitment, to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy or and liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoptionchange, change Change in Law or compliance) by an amount reasonably deemed by such Lender Lender, in good faith to be material, then, upon the earlier of ten (10) Business Days after demand by such LenderLender or the Maturity Date, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreementreturn, together with interest on such amount from the fourth tenth (4th10th) Business Day after the date of demand or the Term Loan applicable Maturity Date, as applicable, until payment in full thereof thereof, at the Default Rate; provided that notwithstanding anything herein Base Rate Basis. Before giving any notice to the contraryAdministrative Agent pursuant to this Section 2.13, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the sole reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Notwithstanding the foregoing, the Borrower shall only be obligated to compensate such Lender for any amount under this subsection arising or occurring at any time (xa) (i) in the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requestscase of each such request for compensation, rules, guidelines or directives thereunder or issued in connection therewith during the period commencing not more than ninety (90) days prior to the date on which such Lender submits such request and (yii) all requestsduring which, 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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless because of the date enactedunannounced retroactive application of such law, adopted regulation, interpretation, request or issueddirective, such Lender could not have known that the resulting reduction in return might arise and (b) such Lender is imposing additional amounts as described under this Section 2.13 on other similarly situated borrowers. A certificate of such Lender delivered to the Borrower and the Administrative Agent setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. If after the date hereof, either (i) the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companiesintroduction of, or any change in Applicable Law (whether adopted before in, or after the Effective Date) or any change in the interpretation or administration thereof by enforcement of, any Governmental Authoritylaw, regulation, order, ruling, interpretation, directive, guideline or request or (ii) the compliance with any order, ruling, interpretation, directive, guideline or request from any central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity other governmental authority (whether or not having the force of law) issued, announced, published, promulgated or made after the date hereof (including, in any event, any law, regulation, order, ruling, interpretation, directive, guideline or request contemplated by the report dated July, 1988 entitled "International Convergence of any such Governmental Authority, central bank or comparable agency, has Capital Measurement and Capital Standards" issued by the Basle Committee on Banking Regulation and Supervisory Practices) affects or would have affect the effect amount of reducing capital required or expected to be maintained by the rate Bank or any corporation controlling the Bank and the Bank reasonably determines that the amount of return on any Lender’s such required or expected capital as a consequence is increased by or based upon the existence of its obligations the Bank's Loans hereunder with respect to the Loans to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior Bank's commitment to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be materiallend hereunder, then, upon demand by such Lenderthe Bank, the Borrower shall promptly be liable for, and shall pay to such Lender such the Bank, within thirty (30) days following demand from time to time by the Bank, additional amounts as shall be sufficient to compensate the Bank in the light of such Lender (on an after-tax basis circumstances for the effects of such law, regulation, order, ruling, interpretation, directive, guideline or request, to the extent that the Bank reasonably determines such increase in capital to be allocable to the existence of the Bank's Loans hereunder or of the Bank's commitment to lend hereunder. A certificate substantiating such amounts and without duplication of amounts paid identifying the event giving rise thereto, submitted to the Borrower by the Bank, shall be conclusive, absent manifest error. The Bank shall promptly notify the Borrower pursuant to Section 10.3) for such reduced return of any event of which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day it has knowledge occurring after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 this Agreement which will entitle the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to this Section, and the foregoing provisions Bank shall take any reasonable action available to it consistent with its internal policy and legal and regulatory restrictions (including the designation of this Section 2.11 shall a different Lending Office, if any) that will avoid the need for, or reduce the amount of, such compensation and will not constitute a waiver in the reasonable judgment of such Lender’s right to demand such compensation, provided that the Borrower shall not Bank be required to compensate a Lender pursuant otherwise disadvantageous to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)Bank.

Capital Adequacy. If any Lender shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof, it being agreed that “adopted after the date hereof” shall include compliance by a Lender or any lending office or holding company of a Lender with any Basle Law whether or not such Basle Law was in effect, applicable or phased in on or prior to or after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards” or pursuant to or arising out of any report, agreement or convention of any international banking group adopted subsequent to such 1988 report (said laws, rules, regulations and guidelines pursuant to or arising out of such 1988 report or any such subsequently adopted report, agreement or convention being sometimes collectively herein referred to as “Basle Laws”), or the adoption after the date hereof of any Applicable Law other law, rule, regulation or guideline regarding the capital adequacy (any such other law, rule, regulation or liquidity of banks or bank holding companiesguideline being sometimes herein referred to as “Other Laws”), or any change in Applicable Law any of the foregoing (whether adopted after the date hereof in respect of Other Laws; before or after the Effective Datedate hereof in respect of Basle Laws) or any change in the enforcement or interpretation or administration thereof of any of the foregoing (after the date hereof in respect of Other Laws; before or after the date hereof in respect of Basle Laws) by any Governmental Government Authority, central bank or comparable agency charged with the enforcement or interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such any Lender (or the bank any lending office of any Lender) or any holding company of such Lender) any Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of its Commitments, Loans or any of its obligations hereunder with respect to the Loans to a level below that which it such Lender or such Lender’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or complianceadequacy) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender (or by Agent on such Lender’s behalf), the Borrower shall promptly pay to such Lender from time to time such additional amount or amounts as shall be sufficient to will compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) or such Lender’s holding company for any such reduced return which is reasonably allocable to this Agreementreduction suffered, together with interest on each such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, demanded until payment in full (after as well as before judgment) thereof at the Default Base Rate; provided that notwithstanding anything herein . Each Lender shall endeavor to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 or foreign regulatory authorities, in each case pursuant give Borrower notice of its intention to Basel III, shall in each case be deemed to be enacted, adopted or issued require compensation under this Section 3.4 within a reasonable time after the date hereof, regardless of the date enacted, adopted or issued. A certificate loan officer of such Lender setting forth the amount to be paid with responsibility for this Agreement becomes aware of its entitlement to such Lender by the compensation under this Section 3.4, but no failure to give any such notice shall affect or relieve Borrower as a result of any event referred to in of Borrower’s obligations under this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding Section 3.4 or under any other provision of this Section 2.11, no Lender shall demand compensation for Agreement or any increased cost other Loan Document or reduction referred to above if it shall not at the time be the general policy result in any obligation or practice liability of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure Agent or delay on the part of any Lender to demand compensation pursuant Borrower or any other Person. A certificate of a Lender as to the foregoing provisions of amount required to be paid by Borrower under this Section 2.11 3.4 and showing in reasonable detail the basis for the calculation thereof shall, absent manifest error, be final and conclusive (it being understood that in no event shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not any Lender be required to compensate disclose in such certificate or otherwise any non-public information). In determining such amount or amounts, a Lender pursuant to the foregoing provisions may use any method of this Section for any increased costs incurred or reductions suffered more than six averaging and attribution as it (6in its sole and absolute discretion) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof)deem applicable.

Capital Adequacy. If any Lender shall have reasonably determined that the adoption (after the date hereof, the adoption Agreement Date) of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Effective Date) Agreement Date or any change after the Agreement Date in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive issued or adopted after the date hereof regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, in each case first promulgated after the Agreement Date, has or would have the effect of reducing the rate of return on any such Lender’s 's capital as a consequence of its obligations hereunder with respect to the Loans to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) 's capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, thenthen such Lender shall promptly notify the Borrower of such adoption, compliance, or change. Within sixty (60) days of written notice by such Lender, the Borrower shall, in its discretion, (i) provide a replacement lender or lenders for such Lender, which replacement lender or lenders will be subject to the approval of the Administrative Agent, which, so long as no Default or Event of Default shall then exist, shall not be unreasonably withheld, and the Administrative Agent, such Lender and the Borrower shall take all necessary actions to transfer the rights, duties and obligations of such Lender to such replacement lender or lenders within such sixty (60) day period (including, without limitation, the payment in full of all Obligations hereunder due to the Lender being replaced), or (ii) thereafter, from time to time upon demand by such Lender, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreementreturn, together with interest on such amount from the fourth (4th) Business Day day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default RateBase Rate plus the Applicable Margin in effect for Base Rate Advances under the Revolving Commitment; provided provided, however, that notwithstanding anything herein the foregoing, the Borrower shall have no obligation to provide any such replacement bank or make any such payment in the event that the first such demand in respect of any such regulatory change, request or directive regarding capital adequacy was sent by such Lender more than ninety (90) days after it became aware of the 55 62 applicability of such regulatory change, request or directive to the contraryLoans. Such Lender will designate a different lending office if such designation will avoid the need for, (x) or reduce the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform amount of, such compensation 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 or foreign regulatory authoritieswill not, in each case pursuant the judgment of such Lender, be otherwise materially disadvantageous to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issuedsuch Lender. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct conclusive, absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).