Common use of Capital Requirements Clause in Contracts

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations commitments hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity or reserve capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, If any Lender or any LC Issuing Bank or any Lender determines that (i) any Change in of Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether has or not having the force of law), has would have the effect of reducing the rate of return on such Lender’s or LC Issuing Bank’s, ’s capital or on the capital of such Lender’s’s or LC Issuing Bank’s holding company, or such holding companies’ capital or liquidity if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by any LC Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations hereunder to a level below that which such Lender or LC Issuing Bank or such Lender’s or LC Issuing Bank, such Lender, or such ’s holding companies company could have achieved but for such Change in of Law or compliance (taking into consideration such Lender’s or LC Issuing Bank’s, ’s policies and the policies of such Lender’s, ’s or such LC Issuing Bank’s holding companies’ then existing policies company with respect to capital adequacy adequacy), then from time to time Borrower shall pay to such Lender or liquidity requirements and assuming LC Issuing Bank, as the full utilization of case may be, within 30 days after its demand such entity’s capital) by any additional amount deemed by or amounts as will compensate such Lender or LC Issuing Bank or such Lender’s or LC Issuing Bank’s holding company for any such reduction suffered. A certificate of such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such noticeLC Issuing Bank, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining computation of any such amount, submitted by such Lender or LC Issuing Bank or such Lender may use any reasonable averaging to Borrower, shall, in the absence of demonstrable error, be conclusive and attribution methods. Failure or delay binding on the part Borrower for purposes of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofAgreement.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations commitments hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, If any Lender or Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity affecting such Lender or reserve requirements for banks Issuing Lender or bank holding companies, or (ii) compliance by Issuing Bank any Lending Office of such Lender or such Lender’s or Issuing Lender’s holding company, or their respective parent bank holding companiesif any, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether has or not having the force of law), has would have the effect of reducing the rate of return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ Issuing Lender’s capital or liquidity on the capital of financial institutions generally, including such Lender’s or Issuing Lender’s holding company or any corporation controlling such Lender or the Issuing Lender, if any, as a consequence of Issuing Bank’s this Agreement, the Commitments of such Lender or the Advances made by, or participations in Letters of Credit or Swing Line Advances held by, such Lender’s commitments, Loansor the Letters of Credit issued by the Issuing Lender, participations or other obligations hereunder to a level below that which such Lender, the Issuing BankLender, the corporation controlling such Lender or the Issuing Lender, or such Lender’s or Issuing Lender’s holding companies company could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s’s or Issuing Lender’s policies, the policies of the corporation controlling such Lender or the Issuing Lender, and the policies of such Lender’s or Issuing Lender’s holding companies’ then existing policies company with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) adequacy), then from time to time within three Business Days after written demand by any amount deemed by Issuing Bank or such Lender or the Issuing Lender, as the case may be, the Borrower shall pay to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of or Issuing Lender, such notice, Borrowers agree to pay Issuing Bank additional amount or amounts as will compensate such Lender on demand or the amount of such reduction of return of capital as and when such reduction is determinedIssuing Lender, payable within 30 days after presentation by Issuing Bank or the corporation controlling such Lender of a statement in or the amount and setting forth in reasonable detail Issuing Bank’s Lender, or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, or Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section holding company for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofreduction suffered.

Capital Requirements. (a) If, after the date hereof, If any Lender or Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity affecting such Lender or reserve requirements for banks Issuing Lender or bank holding companies, or (ii) compliance by Issuing Bank any Lending Office of such Lender or such Lender’s or Issuing Lender’s holding company, or their respective parent bank holding companiesif any, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether has or not having the force of law), has would have the effect of reducing the rate of return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ Issuing Lender’s capital or liquidity on the capital of such Lender’s or Issuing Lender’s holding company or any corporation controlling such Lender or the Issuing Lender, if any, as a consequence of Issuing Bank’s this Agreement, the Commitments of such Lender or the Advances made by, or participations in Letters of Credit or Swingline Advances held by, such Lender’s commitments, Loansor the Letters of Credit issued by the Issuing Lender, participations or other obligations hereunder to a level below that which such Lender, the Issuing BankLender, the corporation controlling such Lender or the Issuing Lender, or such Lender’s or Issuing Lender’s holding companies company could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s’s or Issuing Lender’s policies, the policies of the corporation controlling such Lender or the Issuing Lender, and the policies of such Lender’s or Issuing Lender’s holding companies’ then existing policies company with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) liquidity), then from time to time upon written demand by any amount deemed by Issuing Bank or such Lender or the Issuing Lender, as the case may be, the Borrower will pay to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of or Issuing Lender, such notice, Borrowers agree to pay Issuing Bank additional amount or amounts as will compensate such Lender on demand or the amount of such reduction of return of capital as and when such reduction is determinedIssuing Lender, payable within 30 days after presentation by Issuing Bank or the corporation controlling such Lender of a statement in or the amount and setting forth in reasonable detail Issuing Bank’s Lender, or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, or Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section holding company for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofreduction suffered.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s's, such Lender’s's, or such holding companies’ ' capital or liquidity as a consequence of Issuing Bank’s 's or such Lender’s 's commitments, Loans, participations or other obligations hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s's, such Lender’s's, or such holding companies’ ' then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s 's capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s 's or such Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s 's or such Lender’s 's right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s 's intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s's, such Lender’s's, or such holding companies’ ' capital or liquidity as a consequence of Issuing Bank’s 's or such Lender’s commitments, Loans, participations or other obligations 's commitments hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s's, such Lender’s's, or such holding companies’ ' then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s 's capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s 's or such Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s 's or such Lender’s 's right to demand such compensation; provided, provided that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s 's intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such LenderXxxxxx’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such LenderXxxxxx’s intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank Lender or any Lender determines that (i) any Change in Law regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank Lender or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing BankLender’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing BankLender’s or such Lender’s commitments, Loans, participations or other obligations commitments hereunder to a level below that which Issuing BankLender, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing BankLender’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank Lender or such Lender to be material, then Issuing Bank Lender or such Lender may notify Borrowers Borrower and Agent in writing thereof. Following receipt of such written notice, Borrowers agree Borrower agrees to pay Issuing Bank Lender or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 60 days after presentation by Issuing Bank Lender or such Lender of a statement in the amount and setting forth in reasonable detail Issuing BankLender’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank Lender or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank Lender or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing BankLender’s or such Lender’s right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or any change in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Administrative Borrower and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, that Borrowers that, (A) no Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Administrative Borrower of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, that therefor and (B) if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. For purposes of this Section 2.13(a), the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Basel Committee on Banking Supervision (of any successor or similar authority), the Bank for International Settlements and (in each case) all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed to have been enacted and become effective after the date of this Agreement.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or any change in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or any change in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 ninety (90) days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, capital or liquidity or reserve requirements for banks or bank holding companies, or any change in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Issuing Bank or such Lender, Lender or their respective parent bank holding companies, companies with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations such holding companies’ capital as a consequence of such Issuing Bank’s or such Lender’s Commitments hereunder to a level below that which such Issuing Bank, Bank or such Lender, Lender or such holding companies could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration such Issuing Bank’s, ’s or such Lender’s, ’s or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by such Issuing Bank or such Lender to be material, then Issuing Bank or such Lender Lender, as the case may be, may notify the Borrowers and the Administrative Agent thereof. Following receipt of such notice, the Borrowers agree to pay such Issuing Bank or such Lender Lender, as the case may be, on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail such Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Issuing Bank or such Lender Lender, as the case may be, may use any reasonable averaging and attribution methods. Failure or delay on the part of any Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that (i) the Borrowers shall not be required to compensate any Issuing Bank or a any Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Issuing Bank or such Lender notifies the Borrowers of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Issuing Bank’s or such Lender’s intention to claim compensation therefor; provided provided, further, that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof, and (ii) no Borrower shall be required to compensate any Issuing Bank or any Lender pursuant to this clause (a) to the extent Issuing Bank or such Lender has been adequately compensated for any such reduction or increased cost.

Capital Requirements. (a) If, after the date hereof, any Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by such Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on such Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of such Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations hereunder to a level below that which such Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration such Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by such Issuing Bank or such Lender to be material, then such Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, the applicable Borrowers agree to pay such Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail such Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers shall not be required to compensate such Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, companies or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Term Loans, participations or other obligations hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s's, such Lender’s's, or such holding companies’ ' capital or liquidity as a consequence of Issuing Bank’s 's or such Lender’s commitments, Loans, participations or other obligations 's commitments hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s's, such Lender’s's, or such holding companies’ ' then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s 's capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s 's or such Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s 's or such Lender’s 's right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law giving rise to such reductions and of such Lender’s 's intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations commitments hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 90 days prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity or reserve capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 90 days prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 18090-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective its parent bank holding companiescompany, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations commitments hereunder to a level below that which Issuing Bank, such Lender, or such holding companies company could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or any change in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Administrative Borrower and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section 2.13(a) shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, that Borrowers that, (A) no Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law law, rule, regulation or guidelines giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, that therefore and (B) if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-180 day period referred to above shall be extended to include the period of retroactive effect thereof. For purposes of this Section 2.13(a), the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act, the Basel Committee on Banking Supervision (of any successor or similar authority), the Bank for International Settlements and (in each case) all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed to have been enacted and become effective after the date of this Agreement.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or any change in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Borrower shall not be required to compensate any Lender pursuant to this Section 2.13 for such reduction of rate of return on capital unless such Lender generally charges its other borrowers for such reduction on a comparable basis. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request request, or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree unless such reduction is on account of Taxes, Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 90 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 45 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such LenderXxxxxx’s intention to claim compensation therefor; provided provided, further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank If any Lender or any Issuing Lender determines that (i) any Change in Law regarding capital, liquidity affecting such Lender or reserve requirements for banks such Issuing Lender or bank holding companies, or (ii) compliance by Issuing Bank any Lending Office of such Lender or such Lender’s or such Issuing Lender’s holding company, or their respective parent bank holding companiesif any, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law)requirements, has or would have the effect of reducing the rate of return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ Issuing Lender’s capital or liquidity on the capital of such Lender’s or such Issuing Lender’s holding company, if any, as a consequence of Issuing Bank’s this Agreement, the Revolving Credit Commitment of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender’s commitments, Loansor the Letters of Credit issued by such Issuing Lender, participations or other obligations hereunder to a level below that which such Lender or such Issuing Bank, Lender or such Lender, ’s or such Issuing Lender’s holding companies company could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such Issuing Lender’s policies and the policies of such Lender’s or such Issuing Lender’s holding companies’ then existing policies company with respect to capital adequacy or liquidity requirements and assuming the full utilization liquidity), then from time to time upon written request of such entity’s capital) by any amount deemed by Issuing Bank Lender or such Issuing Lender the Parent Borrower shall promptly pay to be material, then Issuing Bank such Lender or such Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender may notify Borrowers and Agent thereofor such Issuing Lender or such Lender’s or such Issuing Lender’s holding company for any such reduction suffered. Following receipt A certificate of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or the basis for determining such Lender’s calculation thereof and the assumptions upon which amounts necessary to compensate such calculation was based (which statement Lender shall be deemed true forwarded to the Parent Borrower through the Administrative Agent and shall be conclusively presumed to be correct absent manifest error). In determining such amountNotwithstanding any other provision herein, Issuing Bank or such no Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to shall demand compensation pursuant to this Section 4.9 if it shall not constitute a waiver at the time be the general policy or practice of Issuing Bank’s or such Lender’s right Lender to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior compensation from similarly situated borrowers (to the date extent that Issuing Bank or such Lender notifies Borrowers has the right to do so under its credit facilities with similarly situated borrowers). The applicable Borrower shall pay the Administrative Agent for the account of such Change in Law giving rise to Lender the amount shown as due on any such reductions and of such Lender’s intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect certificate within 10 days after receipt thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or any change in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, 's or such holding companies’ company's capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations 's Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, 's or such holding companies’ company's then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s 's capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s 's right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s 's intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity or reserve capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Administrative Borrower and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Administrative Borrower of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or any change in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Administrative Borrower and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Administrative Borrower of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, in writing, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or If any Lender determines that (i) the introduction of or any Change change in Law regarding capitalany applicable law or governmental rule, liquidity regulation, order, guideline or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law)) concerning capital adequacy, has or any change in (after the date of this Agreement) interpretation or administration thereof by any Governmental Authority, central bank or comparable agency, will have the effect of reducing increasing the return amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender based on Issuing Bank’s, the existence of such Lender’s's Revolving Commitments hereunder or its obligations hereunder, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations hereunder then Borrower shall pay to a level below that which Issuing Bank, such Lender, upon its written demand therefor, such additional amounts as shall be required to compensate such Lender or such holding companies could have achieved but other corporation for the increased cost to such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, Lender or such holding companies’ then existing policies with respect other corporation or the reduction in the rate of return to capital adequacy such Lender or liquidity requirements and assuming the full utilization such other corporation as a result of such entity’s increase of capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amountadditional amounts, Issuing Bank or such each Lender may will act reasonably and in good faith and will use any reasonable averaging and attribution methods. Failure methods which are reasonable and which will, to the extent the increased costs or delay on reduction in the part rate of Issuing Bank return relates to such Lender's commitments or any obligations in general and are not specifically attributable to the Revolving Commitments and obligations hereunder, cover all commitments and obligations similar to the Revolving Commitments and obligations of such Lender hereunder whether or not the loan documentation for such other commitments or obligations permits the Lender to demand make the determination specified in this SECTION 3.6(c), and such Lender's determination of compensation owing under this SECTION 3.6(c) shall, absent demonstrable error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section SECTION 3.6(c), will give prompt written notice thereof to Borrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to give any such notice shall not constitute a waiver release or diminish any of Issuing Bank’s or such Lender’s right Borrower's obligations to demand such compensation; provided, pay additional amounts pursuant to this SECTION 3.6(c) provided that Borrowers Borrower shall not be required to compensate Issuing Bank or a such Lender pursuant to this Section section for any increased costs or reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law giving rise to such the increased costs or reductions and of such Lender’s 's intention to claim compensation therefor; provided furtherPROVIDED FURTHER that, that if the change in law giving rise to such claim arises by reason of the Change in Law that increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations commitments hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or any change in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations Revolver Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error); provided, however, that Borrower shall not be required to compensate any Lender pursuant to this Section 2.13(a) for such reduction of rate of return on capital incurred more than 90 days prior to the date that such Lender delivers such statement. In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or any change in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 30 days prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 18030-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender reasonably determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity or reserve capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change after the date hereof in any Change in Law law, rule, regulation or guideline regarding capital, liquidity or reserve capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request request, or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has or will have the effect of reducing the return on Issuing Bank’s, such Lender’s, 's or such holding companies’ company's capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations 's Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, 's or such holding companies’ company's then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s 's capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determineddetermined (but in no event for a period of more than 90 days prior to the date of the written notice), payable within 30 90 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on The foregoing notwithstanding, in the part of Issuing Bank or event that payments to any Lender are required to demand compensation pursuant be made hereunder as a result of such additional costs, Borrower shall be entitled to substitute for such Lender any other bank or financial institution reasonably acceptable to Agent, and such Lender shall have no right to refuse to be replaced hereunder. Each such Lender shall state in the notice required by this Section shall not constitute a waiver 2.14, in reasonable detail, the cause and amount of Issuing Bank’s or such additional cost. Within 30 days after receipt of such notice, Borrower may, at its option, elect to terminate the Revolver Commitment that is held by such Lender’s right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations Loans hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, reserve or liquidity or reserve requirements for banks or bank holding companies, or any change in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations Commitments or other obligations hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 90 days prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 18090-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) ), in each case, by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 one hundred eighty (180) days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day one hundred eighty (180)-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after If any Lender or the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity affecting such Lender or reserve requirements for banks the Issuing Lender or bank holding companies, or (ii) compliance by Issuing Bank any lending office of such Lender or such Lender’s or the Issuing Lender’s holding company, or their respective parent bank holding companiesif any, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether has or not having the force of law), has would have the effect of reducing the rate of return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ the Issuing Lender’s capital or liquidity on the capital of such Lender’s or the Issuing Lender’s holding company, if any, as a consequence of Issuing Bank’s this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Loans held by, such Lender’s commitments, Loansor the Letters of Credit issued by the Issuing Lender, participations or other obligations hereunder to a level below that which such Lender or the Issuing Bank, Lender or such Lender, ’s or such the Issuing Lender’s holding companies company could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or the Issuing Lender’s policies and the policies of such Lender’s or the Issuing Lender’s holding companies’ then existing policies company with respect to capital adequacy adequacy), then from time to time the Borrower will pay to such Lender or liquidity requirements and assuming the full utilization of Issuing Lender, as the case may be, such entity’s capital) by any additional amount deemed by or amounts as will compensate such Lender or the Issuing Bank Lender or such Lender’s or the Issuing Lender’s holding company for any such reduction suffered. If any Lender or the Issuing Lender sustains or incurs any such reduction, it shall from time to time notify the Borrower of the amount determined in good faith by such Lender or the Issuing Lender (which determination may include such assumptions, allocations of costs and expenses and averaging or attribution methods as such Lender or the Issuing Lender shall deem reasonable) to be material, then Issuing Bank or necessary to indemnify such Lender may notify Borrowers and Agent thereofor the Issuing Lender for such reduction. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting Such notice shall set forth in reasonable detail Issuing Bank’s or the basis for such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement determination. Such amount shall be deemed true due and correct absent manifest error). In determining such amount, Issuing Bank or payable by the Borrower to such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or ten (10) Business Days after such Lender’s right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that notice is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofgiven.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section 2.13 shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section 2.13 for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity or reserve capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Administrative Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or any change in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations Revolver Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers the applicable Borrower(s) and applicable Agent thereofthereof (provided, that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in applicable law or compliance requirement enacted after the Closing Date regardless of the date actually enacted, adopted or issued). Following receipt of such notice, Borrowers agree each applicable Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers no Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers such Borrower(s) of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, capital or liquidity or reserve requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, 's or such holding companies’ company's capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations 's Revolver Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, 's or such holding companies’ company's then existing policies with respect to capital adequacy or and liquidity requirements and assuming the full utilization of such entity’s 's capital) by any amount reasonably deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s 's right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s 's intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereofhereof (or, in the case of a Lender that after the date hereof becomes a Lender by way of assignment, after the date of such assignment if the assigning Lender has not already become entitled to make a request under this Section), Issuing Bank Lender or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank Lender or such Lender, Lender or their respective parent bank holding companies, companies with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law) changed or imposed after the date hereof (or, in the case of a Lender that after the date hereof becomes a Lender by way of assignment, after the date of such assignment if the assigning Lender has not already become entitled to make a request under this Section), has the effect of reducing the return on Issuing BankLender’s, such Lender’s, ’s or such holding companies’ capital or liquidity as a consequence of Issuing BankLender’s or such Lender’s commitments, Loansloans, participations or other obligations hereunder to a level below that which Issuing BankLender, such Lender, Lender or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing BankLender’s, such Lender’s, ’s or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount reasonably deemed by Issuing Bank Lender or such Lender to be material, then Issuing Bank Lender or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank Lender or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank Lender or such Lender of a statement in the amount and setting forth in reasonable detail Issuing BankLender’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank Lender or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank Lender or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing BankLender’s or such Lender’s right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate Issuing Bank Lender or a any Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank Lender or such Lender notifies Borrowers Borrower of such Change in Law giving rise to such reductions and of Issuing Lender’s or such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the a Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower Representative and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower Representative or any other Borrower of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, which amount shall be payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations commitments hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity or reserve capital requirements for banks or bank holding companiescompanies that is not related to the financial condition of such Lender, or any change in the interpretation or application thereof, by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request request, or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law)) unrelated to the financial condition of such Lender, has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations Revolver Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity or reserve capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations Revolver Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Administrative Borrower and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Administrative Borrower of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or any change in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Administrative Borrower and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 thirty (30) days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, that Borrowers that, (A) no Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 one hundred eighty (180) days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, that therefore and (B) if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. For purposes of this Section 2.11 (a), the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection, the Basel Committee on Banking Supervision (or any successor or similar authority), the Bank for International Settlements and all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed to have been enacted and become effective after the date of this Agreement.

Capital Requirements. (a) If, after the date hereof, If any Lender or any LC Issuing Bank or any Lender determines that (i) any Change in of Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether has or not having the force of law), has would have the effect of reducing the rate of return on such Lender’s or LC Issuing Bank’s, ’s capital or on the capital of such Lender’s’s or LC Issuing Bank’s holding company, or such holding companies’ capital or liquidity if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by any LC Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations hereunder to a level below that which such Lender or LC Issuing Bank or such Lender’s or LC Issuing Bank, such Lender, or such ’s holding companies company could have achieved but for such Change in of Law or compliance (taking into consideration such Lender’s or LC Issuing Bank’s, ’s policies and the policies of such Lender’s, ’s or such LC Issuing Bank’s holding companies’ then existing policies company with respect to capital adequacy adequacy), then from time to time Borrower shall pay to such Lender or liquidity requirements and assuming LC Issuing Bank, as the full utilization of case may be, within 30 days after its demand such entity’s capital) by any additional amount deemed by or amounts as will compensate such Lender or LC Issuing Bank or such Lender’s or LC Issuing Bank’s holding company for any such reduction suffered. A certificate of such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such noticeLC Issuing Bank, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining computation of any such amount, submitted by such Lender or LC Issuing Bank or such Lender may use any reasonable averaging to Borrower, shall, in the absence of demonstrable error, be conclusive and attribution methods. Failure or delay binding on the part Obligors for purposes of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofAgreement.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s's, such Lender’s's, or such holding companies’ ' capital or liquidity as a consequence of Issuing Bank’s 's or such Lender’s 's commitments, Loans, participations or other obligations hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s's, such Lender’s's, or such holding companies’ ' then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s 's capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s 's or such Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s 's or such Lender’s 's right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s Xxxxxx's intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change after the Closing Date in any Change in Law law, rule, regulation or guideline regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or any change after the Closing Date in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Administrative Borrower and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers no Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Administrative Borrower of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law)) given, made, imposed, applied or otherwise taking effect after the Closing Date, has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s's, such Lender’s's, or such holding companies’ ' capital or liquidity as a consequence of Issuing Bank’s 's or such Lender’s 's commitments, Loans, participations or other obligations hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s's, such Lender’s's, or such holding companies’ ' then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s 's capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s 's or such Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s 's or such Lender’s 's right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s Xxxxxx's intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-180- day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Issuing Bank or any Lender determines that (i1) any Change in Law regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or (ii2) compliance by such Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on such Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of such Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations commitments hereunder to a level below that which such Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration such Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by such Issuing Bank or such Lender to be material, then such Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, the Borrowers agree to pay such Issuing Bank or such Lender on demand the amount of such reduction of or return of capital as and when such reduction is determined, payable within 30 days after presentation by such Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail such Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of such Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers no Borrower shall not be required to compensate an Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, If after the date hereof, Issuing Bank or any hereof the Lender determines that -------------------- that, for reasons beyond the Lender's reasonable control, (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity or reserve capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any governmental authority charged with the administration thereof, or (ii) compliance by Issuing Bank the Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the rate of return on Issuing Bank’s, such the Lender’s, 's or such holding companies’ company's capital or liquidity as a consequence of Issuing Bank’s the Lender's Commitment hereunder or such Lender’s commitments, Loans, participations or other its obligations hereunder in respect of any Letter of Credit to a level below that which Issuing Bank, such Lender, the Lender or such holding companies company could have achieved but for such Change in Law adoption, change or compliance (taking into consideration Issuing Bank’s, such the Lender’s, 's or such holding companies’ company's then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s 's capital) by any amount deemed by Issuing Bank or such the Lender to be material, then Issuing Bank or such the Lender may shall notify Borrowers and Agent the Borrower thereof. Following receipt of such notice, Borrowers agree The Borrower agrees to pay Issuing Bank or such to the Lender on demand the amount of such reduction of its rate of return on capital as a consequence of capital the Lender's Commitment hereunder or its obligations in respect of any Letter of Credit as and when such reduction is determined, payable within 30 90 days after presentation by Issuing Bank or such the Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such the Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error)) unless within such 90 day period the Borrower shall have prepaid in full all Obligations to the Lender, in which event no amount shall be payable to the Lender under this Section. In determining such amount, Issuing Bank or such the Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.SECTION IIA ----------- LETTERS OF CREDIT -----------------

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or any change in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, 's or such holding companies’ company's capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations 's Revolver Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, 's or such holding companies’ company's then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s 's capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s 's right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s 's intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, LoansLoan, participations or other obligations hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section 2.9(a) shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section 2.9(a) for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change after the date hereof in any Change in Law law, rule, regulation or guideline regarding capital, liquidity or reserve capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request request, or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has or will have the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determineddetermined (but in no event for a period of more than 90 days prior to the date of the written notice), payable within 30 90 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on The foregoing notwithstanding, in the part of Issuing Bank or event that payments to any Lender are required to demand compensation pursuant be made hereunder as a result of such additional costs, Borrower shall be entitled to substitute for such Lender any other bank or financial institution reasonably acceptable to Agent, and such Lender shall have no right to refuse to be replaced hereunder. Each such Lender shall state in the notice required by this Section shall not constitute a waiver 2.14, in reasonable detail, the cause and amount of Issuing Bank’s or such additional cost. Within 30 days after receipt of such notice, Borrower may, at its option, elect to terminate the Commitment that is held by such Lender’s right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or any change in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Parent and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Parent of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or any change in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Administrative Borrower and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, that Borrowers that, (A) no Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, that therefore and (B) if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. For purposes of this Section 2.13(a), the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Basel Committee on Banking Supervision (of any successor or similar authority), the Bank for International Settlements and (in each case) all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed to have been enacted and become effective after the date of this Agreement.

Capital Requirements. (a) If, after the date hereof, any Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or (ii) compliance by such Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on such Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of such Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations commitments hereunder to a level below that which such Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration such Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by such Issuing Bank or such Lender to be material, then such Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, the Borrowers agree to pay such Issuing Bank or such Lender on demand the amount of such reduction of or return of capital as and when such reduction is determined, payable within 30 days after presentation by such Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail such Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of such Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers no Borrower shall not be required to compensate an Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or (ii) any Change in Law relating to Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its Loans, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or (iii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Administrative Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity or reserve capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request request, or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Administrative Borrower and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 90 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions reduction in return incurred more than 180 360 days prior to the date that Issuing Bank or such Lender notifies Borrowers the Administrative Borrower of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180360-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity capital or reserve requirements for banks or bank holding companiescompanies (including any Regulatory Change), or any change in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Parent and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Parent of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or any change in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank Lender or such Lender, or their respective its parent bank holding companies, companies with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, 's or such holding companies’ ' capital or liquidity as a consequence of Issuing Bank’s or such Lender’s 's commitments, Loans, participations or other obligations hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, 's or such holding companies’ ' then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s 's capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s 's right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s 's intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent par ent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization utili zation of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender Len der on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 thirty (30) days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such LenderXxxxxx’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable rea sonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; providedprovi ded , that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 one hundred eighty (180) days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, that , if such claim arises by reason of the Change in Law that is retroactive, then the 180-180 - day period referred to above shall be extended ex tended to include the period of retroactive effect thereof.. (b) If Issuing Bank or any Lender requests additional or increased costs referred to in Section 2.11(l) or Section 2.12(d)(i) or amounts under Section 2.13(a) or sends a notice under Section 2.12(d)(i i) relative to changed circumstances (such Issuing Bank or Lender, an “ Affected Lender ”), then, at the request of Lead Borrower, such Affected Lender shall use reasonable efforts to promptly designate a different one of its lending offices or to assign its rights and obligations hereunder to another of its offices or branches, if (i) in the reasonable judgment of such Affected Lender, such designation or assignment would eliminate or reduce amounts payable pursuant to Section 2.11(l) , Section 2.12(d)(i) or Section 2.13(a) , as applicable, or would eliminate the illegality or impracticality of funding or maintaining LIBOR SOFR Loans (or Base Rate Loans determined with reference to Term SOFR) , and (ii) in the reasonable judgment of such Affected Lender, such designation or assignment would not subject it to any material unreimbursed cost or expense

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity or reserve capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 ten (10) days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section 2.13 shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section 2.13 for any reductions in return incurred more than 180 days nine (9) months prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day nine (9)-month period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s's, such Lender’s's, or such holding companies’ ' capital or liquidity as a consequence of Issuing Bank’s 's or such Lender’s 's commitments, Loans, participations or other obligations hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s's, such Lender’s's, or such holding companies’ ' then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s 's capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s 's or such Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s 's or such Lender’s 's right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s 's intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day 180day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity or reserve capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, 's or such holding companies’ company's capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations 's Revolver Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, 's or such holding companies’ company's then existing policies with respect to capital adequacy or and liquidity requirements and assuming the full utilization of such entity’s 's capital) by any amount reasonably deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s 's right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s 's intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or (ii) compliance by such Issuing Bank or such Lender, or their respective parent Borrower bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements adequacy (whether or not having the force of lawLaw), has the effect of reducing the return on such Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of such Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations commitments and/or extensions of credit hereunder to a level below that which such Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration such Issuing Bank’s, such Lender’s, or such holding companies’ then then-existing policies with respect to capital and liquidity adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by such Issuing Bank or such Lender to be material, then such Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers Borrower agree to pay any Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail such Issuing Bank’s or such LenderXxxxxx’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of any Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate any Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law giving rise to such reductions and of such LenderXxxxxx’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. For the avoidance of doubt, this Section 2.13(a) shall not apply with respect to Indemnified Taxes or Excluded Taxes.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change after the Closing Date in any law, rule, regulation or guidelineany Change in Law regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or any change after the Closing Date in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change adoption, change, or complianceChange in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Administrative Borrower and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and 127044148_2 127255152_10 the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers no Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Administrative Borrower of such Change law, rule, regulation or guidelineChange in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in any law, rule, regulation or guidelineChange in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations commitments hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. Borrower shall not be required to pay any amount to any Person under this Section 2.13(a) in respect of any Taxes governed by Section 16 of this Agreement or any Excluded Taxes.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or any change in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations hereunder Pro Rata Share in the Term Loan to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Administrative Borrower and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers no Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Administrative Borrower of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or any change in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s this Agreement or such Lender’s commitments, Loans, participations Commitments or other obligations Loans hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Administrative Borrower and Agent thereof. Following receipt of such notice, the US Borrowers (with respect to both such Lender’s US Revolver Commitments and/or such Lender’s Canadian Revolver Commitment, as applicable) and Canadian Borrowers (solely with respect to such Lender’s Canadian Revolver Commitment) agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 thirty (30) days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 one hundred eighty (180) days prior to the date that Issuing Bank or such Lender notifies Borrowers Administrative Borrower of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the one hundred eighty (180-) day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (ia) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity capital or reserve requirements for lenders, banks or bank holding companies, or any change in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, including those changes resulting from the enactment of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and Basel III, regardless of the date enacted, adopted or issued, or (iib) compliance by Issuing Bank Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations loan commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in of the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section 2.15 shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section 2.15 for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change after the Closing Date in any Change in Law law, rule, regulation or guideline regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or any change after the Closing Date in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations portion of the Term Loan hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Administrative Borrower and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers no Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Administrative Borrower of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (aA) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or any change in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, 's or such holding companies’ company's capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations 's Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, 's or such holding companies’ company's then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s 's capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Administrative Borrower and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 thirty (30) days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s 's right to demand such compensation; provided, that Borrowers that, (A) no Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 one hundred eighty (180) days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s 's intention to claim compensation therefor; provided further, that therefore and (B) if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. For purposes of this Section 2.11 (a), the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection, the Basel Committee on Banking Supervision (or any successor or similar authority), the Bank for International Settlements and all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed to have been enacted and become effective after the date of this Agreement.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity or reserve capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request request, or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 ninety (90) days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions reduction in return incurred more than 180 one hundred eighty (180) days prior to the date that Issuing Bank or such Lender notifies Borrowers the Borrower of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the one hundred eighty (180-) day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, If Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, that that, Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s's, such Lender’s's, or such holding companies’ ' capital or liquidity as a consequence of Issuing Bank’s 's or such Lender’s 's commitments, Loans, participations or other obligations hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s's, such Lender’s's, or such holding companies’ ' then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s 's capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s 's or such Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s 's or such Lender’s 's right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s Lxxxxx's intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Bxxxxxxx agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, that Borrowers Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law giving rise to such reductions and of such LenderLxxxxx’s intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity or reserve capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request request, or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, 's or such holding companies’ company's capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations 's Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, 's or such holding companies’ company's then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s 's capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Administrative Borrower and Agent thereof. Following receipt of such noticenotice (the "Cost Notice"), Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 60 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on Notwithstanding the part foregoing, if Administrative Borrower receives a Cost Notice after the first anniversary of Issuing Bank or any the Closing Date which relates to events that are not equally applicable to substantially all banks located in the continental United States of America, and if Administrative Borrower provides written notice (a "Replacement Notice") to Agent and such Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or within thirty (30) days after receiving such Cost Notice, Borrowers may thereafter substitute for such Lender’s right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 within sixty (60) days prior to of the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided furtherReplacement Notice, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofany Eligible Transferee.

Capital Requirements. (a) If, after the date hereof, any Issuing Bank Lender or any Lender reasonably determines that (i) any Change in Law regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or (ii) compliance by such Issuing Bank Lender or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on such Issuing BankLender’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of such Issuing BankLender’s or such Lender’s commitments, Loans, participations or other obligations commitments hereunder to a level below that which such Issuing BankLender, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration such Issuing BankLender’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by such Issuing Bank Lender or such Lender to be material, then such Issuing Bank Lender or such Lender may notify Borrowers Administrative Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay such Issuing Bank Lender or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Issuing Bank Lender or such Lender of a statement in the amount and setting forth in reasonable detail such Issuing BankLender’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Issuing Bank Lender or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of such Issuing Bank Lender or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Issuing BankLender’s or such Lender’s right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate any Issuing Bank Lender or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Issuing Bank Lender or such Lender notifies Borrowers Administrative Borrower of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (aax) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s's, such Lender’s's, or such holding companies’ ' capital or liquidity as a consequence of Issuing Bank’s 's or such Lender’s 's commitments, Loans, participations or other obligations hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s's, such Lender’s's, or such holding companies’ ' then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s 's capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s 's or such Lender’s 's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s 's or such Lender’s 's right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s Xxxxxx's intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) IfOther than pursuant to FATCA (as in effect with respect to any Lender as of the date such Lender becomes a party to this Agreement), if, after the date hereof, Issuing Bank or any Lender determines that (i) the adoption of or change in any Change in Law law, rule, regulation or guideline regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or any change in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by Issuing Bank such Lender or such Lender, or their respective its parent bank holding companies, company with any guideline, request or directive of any Governmental Authority such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations Commitments hereunder to a level below that which Issuing Bank, such Lender, Lender or such holding companies company could have achieved but for such Change in Law adoption, change, or compliance (taking into consideration Issuing Bank’s, such Lender’s, ’s or such holding companies’ company’s then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Administrative Borrower and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers no Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change adoption of or change in Law any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations commitments hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 90 days prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change in Law that is retroactive, then the 18090-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law)) which results from any Change in Law, has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations commitments hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, any Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or (ii) compliance by such Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on such Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of such Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations commitments hereunder to a level below that which such Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration such Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by such Issuing Bank or such Lender to be material, then such Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, the applicable Borrowers agree to pay such Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail such Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of such Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers no Borrower shall not be required to compensate an Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereofClosing Date, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations commitments hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers Borrower and Agent thereof. Following receipt of such notice, Borrowers agree Borrower agrees to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 90 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers Borrower shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers Borrower of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.82 125672876_9

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender reasonably determines that (i) any Change in Law regarding capital, liquidity capital or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law)) issued after the Closing Date, has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations commitments hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount reasonably deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on written demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations or other obligations hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable and customary averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. (a) If, after the date hereofClosing Date, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, companies with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether or not having the force of law)) given, made or that otherwise takes effect after the Closing Date, has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of Issuing Bank’s commitments or such Lender’s commitmentsCommitments, Loans, Loans or participations or other obligations in Letters of Credit hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy or and liquidity requirements and assuming the full utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 thirty (30) days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided, provided that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 one hundred eighty (180) days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided provided, further, that that, if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.