Common use of Capital and Liquidity Requirements Clause in Contracts

Capital and Liquidity Requirements. If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirements), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender or any the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such the Issuing Bank’s capital or on the capital of such Lender’s or such the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such the Issuing Bank, to a level below that which such Lender or such the Issuing Bank or such Lender’s or such the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such the Issuing Bank’s policies and the policies of such Lender’s or such the Issuing Bank’s holding company with respect to capital adequacy and or liquidity requirementsposition), by an amount deemed to be material by such Lender or such the Issuing Bank, then from time to time the Borrower will pay to such Lender or such the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such the Issuing Bank or such Lender’s or such the Issuing Bank’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender or any Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such any Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirementsor liquidity), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender or any the Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements requirements, has or would have the effect of reducing the rate of return on such Lender’s or such the Issuing Bank’s capital or on the capital of such Lender’s or such the Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such the Issuing Bank, to a level below that which such Lender or such the Issuing Bank or such Lender’s or such the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such the Issuing Bank’s policies and the policies of such Lender’s or such the Issuing Bank’s holding company with respect to capital adequacy and liquidity requirementsliquidity), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to such Lender or such the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such the Issuing Bank or such Lender’s or such the Issuing Bank’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender or any Issuing Bank reasonably determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such any Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirementsor liquidity), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender or any Lender, the Issuing Bank or the Swingline Lender (for purposes hereof, may be referred to collectively as “the Lenders” or a “Lender”) determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the commitments of such Lender hereunder or the Loans made by, or participations in Swingline Loans and Letters of Credit and Swingline Loans held by, such Lender, or the Letters of Credit issued by such the Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirementsadequacy), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to such Lender or such Issuing BankLender, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender or any Issuing Bank determines in good faith that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirementsliquidity), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time time, subject to paragraphs (c) and (d) of this Section, the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender (including Swing Line Lender) or any Issuing Bank LC Issuer determines that any Change in Law affecting such Lender or LC Issuer or any lending office of such Lender or LC Issuer or such Lender’s or LC Issuer’s holding company, if any, regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing BankLC Issuer’s capital or on the capital of such Lender’s or such Issuing BankLC Issuer’s holding company, if any, as a consequence of this Agreement Agreement, the Revolving Commitments of such Lender hereunder or the Loans made by, or participations in Swingline Loans and Letters of Credit and Swing Line Loans held by, such Lender, or the Letters of Credit issued by such Issuing BankLC Issuer, to a level below that which such Lender or such Issuing Bank LC Issuer or such Lender’s or such Issuing BankLC Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing BankLC Issuer’s policies and the policies of such Lender’s or such Issuing BankLC Issuer’s holding company with respect to capital adequacy and liquidity requirementsliquidity), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower Credit Parties will pay to such Lender or such Issuing BankLC Issuer, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank LC Issuer or such Lender’s or such Issuing BankLC Issuer’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirements), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time then, upon the request of such Lender or such Issuing Bank, the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction sufferedsuffered (provided that, such amounts shall be consistent with amounts that such Lender or Issuing Bank, as applicable, is generally charging other borrowers similarly situated).

Capital and Liquidity Requirements. If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirements), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time upon the request of such Lender or such Issuing Bank, the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered; provided that no Lender will claim the payment of any of the amounts referred to in this paragraph if not generally claiming similar compensation from its other similar customers in similar circumstances (it being understood that no Lender shall be required to disclose price sensitive information or any other information).

Capital and Liquidity Requirements. If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such any Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirementsor liquidity), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender or any Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has had or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit or Swing Line Loans held by, such Lender, Lender or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank Bank, as the case may be, or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing BankXxxxxx’s holding company with respect to capital adequacy and liquidity requirementsor liquidity), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to upon request of such Lender or such Issuing Bank, as the case may be, in Dollars, or Issuing Bank the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender or any the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such the Issuing Bank’s capital or on the capital of such Lender’s or such the Issuing Bank’s holding company, if any (or would have the effect of reducing the liquidity of such Lender or such Lender’s holding company, if any), as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such the Issuing Bank, to a level below that which such Lender or such the Issuing Bank or such Lender’s or such the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such LenderXxxxxx’s or such the Issuing Bank’s policies and the policies of such Lender’s or such the Issuing Bank’s holding company with respect to capital adequacy and or liquidity requirementsposition), by an amount deemed to be material by such Lender or such the Issuing Bank, then from time to time the Borrower will pay to such Lender or such the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such the Issuing Bank or such Lender’s or such the Issuing Bank’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender or any Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has had or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirementsor liquidity), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time upon request of such Lender or Issuing Bank the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender or any the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such the Issuing Bank’s capital or on the capital of such Lender’s or such the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such the Issuing Bank, to a level below that which such Lender or such the Issuing Bank or such Lender’s or such the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such LenderXxxxxx’s or such the Issuing Bank’s policies and the policies of such LenderXxxxxx’s or such the Issuing Bank’s holding company with respect to capital adequacy and or liquidity requirementsposition), by an amount deemed to be material by such Lender or such the Issuing Bank, then from time to time the Borrower will pay to such Lender or such the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such the Issuing Bank or such Lender’s or such the Issuing Bank’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender or any the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such the Issuing Bank’s capital or on the capital of such Lender’s or such the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such the Issuing Bank, to a level below that which such Lender or such the Issuing Bank or such LenderXxxxxx’s or such the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such the Issuing Bank’s policies and the policies of such LenderXxxxxx’s or such the Issuing Bank’s holding company with respect to capital adequacy and or liquidity requirementsposition), by an amount deemed to be material by such Lender or such the Issuing Bank, then from time to time the Borrower will pay to such Lender or such the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such the Issuing Bank or such Lender’s or such the Issuing Bank’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such LenderXxxxxx’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirements), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time then, upon the request of such Lender or such Issuing Bank, the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction sufferedsuffered (provided that, such amounts shall be consistent with amounts that such Lender is generally charging other borrowers similarly situated).

Capital and Liquidity Requirements. If any Lender or any Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements requirements, has had or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirementsor liquidity), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time upon request of such Lender or Issuing Bank the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such LenderXxxxxx’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirements), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time then, upon the request of such Lender or such Issuing Bank, the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction sufferedsuffered (provided that, such amounts shall be consistent with amounts that such Lender or Issuing Bank, as applicable, is generally charging other borrowers similarly situated).

Capital and Liquidity Requirements. If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such LenderXxxxxx’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirements), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirements), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time then, upon the request of such Lender or such Issuing Bank, the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction sufferedsuffered (provided that, such amounts shall be consistent with amounts that such Lender is generally charging other borrowers similarly situated).

Capital and Liquidity Requirements. If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirements), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender or any Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has had or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit or Swing Line Loans held by, such Lender, Lender or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank Bank, as the case may be, or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing BankLxxxxx’s holding company with respect to capital adequacy and liquidity requirementsor liquidity), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to upon request of such Lender or such Issuing Bank, as the case may be, in Dollars, or Issuing Bank the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender or any the Issuing Bank determines that any Change in Law regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such the Issuing Bank’s capital or liquidity on the capital or liquidity of such Lender’s or such the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such the Issuing Bank, to a level below that which such Lender or such the Issuing Bank or such Lender’s or such the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such the Issuing Bank’s policies and the policies of such Lender’s or such the Issuing Bank’s holding company with respect to capital adequacy and liquidity requirementsliquidity), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to such Lender or such the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such the Issuing Bank or such Lender’s or such the Issuing Bank’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender or any Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has had or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit or Swing Line Loans held by, such Lender, Lender or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank Bank, as the case may be, or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing BankXxxxxx’s holding company with respect to capital adequacy and liquidity requirementsor liquidity), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to upon request of such Lender or such Issuing Bank, as the case may be, in Dollars, or Issuing Bank the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.DMFIRM #406105327 v12 128

Capital and Liquidity Requirements. If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held 767537780 83 by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirements), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender or any Issuing Bank the LC Issuer determines that any Change in Law affecting such Lender or LC Issuer or any lending office of such Lender or such Lender’s or LC Issuer’s holding company, if any, regarding capital or liquidity requirements requirements, has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s LC Issuer capital or on the capital of such Lender’s or such Issuing BankLC Issuer’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Bankthe LC Issuer, to a level below that which such Lender or such Issuing Bank LC Issuer or such Lender’s or such Issuing BankLC Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing BankLC Issuer’s policies and the policies of such Lender’s or such Issuing BankL/C Issuer’s holding company with respect to capital adequacy and liquidity requirementsadequacy), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to such Lender or such Issuing Bankthe LC Issuer, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank LC Issuer or such Lender’s or such Issuing BankLC Issuer’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780 the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirements), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time then, upon the request of such Lender or such Issuing Bank, the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction sufferedsuffered (provided that, such amounts shall be consistent with amounts that such Lender or Issuing Bank, as applicable, is generally charging other borrowers similarly situated).

Capital and Liquidity Requirements. If any Lender or any Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has had or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit or Swing Line Loans held by, such Lender, Lender or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank Bank, as the case may be, or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirementsor liquidity), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to upon request of such Lender or such Issuing Bank, as the case may be, in Dollars, or Issuing Bank the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirements), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time then, upon the request of such Lender or such Issuing Bank, the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction sufferedsuffered (provided that, such amounts shall be consistent with amounts that such Lender or Issuing Bank, as applicable, is generally charging other borrowers similarly situated).

Capital and Liquidity Requirements. If any Lender or any an Issuing Bank Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing BankLender’s capital or on the capital of such Lender’s or such Issuing BankLender’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued or participated in, or the Loans made, by such Lender or such Issuing Bank, Lender to a level below that which such Lender or such Issuing Bank Lender or such Lender’s or such Issuing BankLender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing BankLender’s policies and the policies of such Lender’s or such Issuing BankLender’s holding company with respect to capital adequacy and liquidity requirementsor liquidity), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time XL Group (and in the Borrower case of any specific Letter of Credit, the Specified Account Party on behalf of which such Letter of Credit was issued) will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, Lender such additional amount or amounts as will compensate such Lender or such Issuing Bank Lender or such Lender’s or such Issuing BankLender’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such LenderXxxxxx’s or such Issuing Bank’s policies and the policies of such LenderXxxxxx’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirements), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time time, upon the request of such Lender or such Issuing Bank, the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered; provided that no Lender will claim the payment of any of the amounts referred to in this paragraph (b) if not generally claiming similar compensation from its other similar customers in similar circumstance.

Capital and Liquidity Requirements. If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the 731105340 11299570 63 Revolving Credit Agreement capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirements), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender or any an Issuing Bank Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing BankLender’s capital or on the capital of such Lender’s or such Issuing BankLender’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued or participated in by such Lender or such Issuing Bank, Lender to a level below that which such Lender or such Issuing Bank Lender or such Lender’s or such Issuing BankLender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing BankLender’s policies and the policies of such Lender’s or such Issuing BankLender’s holding company with respect to capital adequacy and liquidity requirementsor liquidity), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time XL Group (and in the Borrower case of any specific Letter of Credit, the Specified Account Party on behalf of which such Letter of Credit was issued) will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, Lender such additional amount or amounts as will compensate such Lender or such Issuing Bank Lender or such Lender’s or such Issuing BankLender’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender or any Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements requirements, has had or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which the level such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirementsor liquidity), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time upon request of such Lender or Issuing Bank the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender or any Issuing Bank determines in good faith that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirementsliquidity), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time time, subject to paragraphs (c) and (d) of this Section, the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.”

Capital and Liquidity Requirements. If any Lender or any the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such the Issuing Bank’s capital or on the capital of such Lender’s or such the Issuing Bank’s holding company, if any, (or would have the effect of reducing the liquidity of such Lender or such Lender’s holding company, if any), as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such the Issuing Bank, to a level below that which such Lender or such the Issuing Bank or such Lender’s or such the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such the Issuing Bank’s policies and the policies of such Lender’s or such the Issuing Bank’s holding company with respect to capital adequacy and or liquidity requirementsposition), by an amount deemed to be material by such Lender or such the Issuing Bank, then from time to time the Borrower will pay to such Lender or such the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.(68)

Capital and Liquidity Requirements. If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of 742026061 21680120750959138 21680120 this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirements), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s 45 Revolving Credit Agreement holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirements), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirements), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time upon the request of such lender or such Issuing Bank, the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered; provided that 72 Revolving Credit Agreement no Lender will claim the payment of any of the amounts referred to in this paragraph if not generally claiming similar compensation from its other similar customers in similar circumstances (it being understood that no Lender shall be required to disclose price sensitive information or any other information).

Capital and Liquidity Requirements. If any Lender or any the Issuing Bank determines that any Change in Law affecting such Lender or the Issuing Bank or any lending office of such Lender or such Lender’s or the Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such the Issuing Bank’s capital or on the capital of such Lender’s or such the Issuing Bank’s holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such the Issuing Bank, to a level below that which such Lender or such the Issuing Bank or such Lender’s or such the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such the Issuing Bank’s policies and the policies of such Lender’s or such the Issuing Bank’s holding company with respect to capital adequacy and liquidity requirementsor liquidity), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to such Lender or such the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such the Issuing Bank or such Lender’s or such the Issuing Bank’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender or any Issuing Bank determines that any Change in Law regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirementsliquidity), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

Capital and Liquidity Requirements. If any Lender or any Issuing Bank Letter of Credit Issuer determines that any Change in Law affecting such Lender, any of its applicable lending offices or its holding company or such Letter of Credit Issuer or its holding company, as the case may be, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on capital for such Lender’s Lender or its holding company or such Issuing Bank’s capital Letter of Credit Issuer or on the capital of such Lender’s or such Issuing Bank’s its holding company, if any, as a consequence of this Agreement Agreement, the Commitments of such Lender or the Loans made by, or participations in Swingline Loans and Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Bankany Letter of Credit Issuer, to a level below that which such Lender or such Issuing Bank its holding company or such Lender’s Letter of Credit Issuer or such Issuing Bank’s its holding company company, as the case may be, could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bankits holding company’s policies and the policies or such Letter of such LenderCredit Issuer’s or such Issuing Bankits holding company’s holding company policies, as applicable, with respect to capital adequacy and liquidity requirementsor liquidity), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to such Lender or such Issuing BankLetter of Credit Issuer, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank its holding company or such Lender’s Letter of Credit Issuer or such Issuing Bank’s its holding company for any such reduction suffered.