Common use of Capital Clause in Contracts

Capital. If any Lender shall have determined that any change after the date hereof in any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any Applicable Lending Office of such Lender) or any Lender's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect (i) of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitment of such Lender hereunder or the Advances made by such Lender pursuant hereto to a level below that which such Lender or such Lender's holding company could have achieved, but for such applicability, adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), or (ii) of increasing or otherwise determining the amount of capital required or expected to be maintained by such Lender or such Lender's holding company based upon the existence of this Agreement, the Commitment of such Lender hereunder, the Advances made by such Lender pursuant hereto and other similar such commitments, agreements or assets, then from time to time the Borrowers shall pay to such Lender upon demand such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction or allocable capital cost suffered.

Capital. If the Fronting Bank or any Lender shall have determined that any change after the date hereof in any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Fronting Bank or any Lender (or any Applicable Lending Office of the Fronting Bank or such Lender) ), or any Lender's holding company of any such entity, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect (i) of reducing the rate of return on such Lenderentity's capital or on the capital of such Lenderentity's holding company, if any, as a consequence of this Agreement, the Letters of Credit or such entity's participatory interest therein, any Commitment of such Lender hereunder or the portion of the Advances made by such Lender entity pursuant hereto to a level below that which such Lender entity or such Lenderentity's holding company could have achieved, but for such applicability, adoption, change or compliance (taking into consideration such Lenderentity's policies and the policies of such Lenderentity's holding company with respect to capital adequacy), or (ii) of increasing or otherwise determining the amount of capital required or expected to be maintained by such Lender entity or such Lenderentity's holding company based upon the existence of this Agreement, the Letters of Credit or such entity's participatory interest therein, any Commitment of such Lender hereunder, the portion of the Advances made by such Lender entity pursuant hereto and other similar such credits, participations, commitments, agreements or assets, then from time to time the Borrowers Borrower shall pay to the Fronting Bank or such Lender Lender, upon demand demand, such additional amount or amounts as will compensate such Lender entity or such Lenderentity's holding company for any such reduction or allocable capital cost suffered.

Capital. If the Issuing Bank or any Lender Participating Bank shall have determined that any change after the date hereof in applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Issuing Bank or any Lender Participating Bank (or any Applicable Lending Office of the Issuing Bank or such Lender) Participating Bank), or any Lender's holding company of any such entity, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect (i) of reducing the rate of return on such Lenderentity's capital or on the capital of such Lenderentity's holding company, if any, as a consequence of this Agreement, the Letter of Credit or such entity's participatory interest therein, any Commitment of such Lender hereunder or the portion of the Advances made by such Lender entity pursuant hereto to a level below that which such Lender entity or such Lenderentity's holding company could have achieved, but for such applicability, adoption, change or compliance (taking into consideration such Lenderentity's policies and the policies of such Lenderentity's holding company with respect to capital adequacy), or (ii) of increasing or otherwise determining the amount of capital required or expected to be maintained by such Lender entity or such Lenderentity's holding company based upon the existence of this Agreement, the Letter of Credit or such entity's participatory interest therein, any Commitment of such Lender hereunder, the portion of the Advances made by such Lender entity pursuant hereto and other similar such credits, participations, commitments, agreements or assets, then from time to time the Borrowers Account Party shall pay to the Issuing Bank or such Lender Participating Bank, upon demand demand, such additional amount or amounts as will compensate such Lender entity or such Lenderentity's holding company for any such reduction or allocable capital cost suffered.

Capital. If any Lender shall have determined that any change after the date hereof in any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any Applicable Lending Office of such Lender) or any Lender's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect (i) of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitment of such Lender hereunder or the Advances made by such Lender pursuant hereto to a level below that which such Lender or such Lender's holding company could have achieved, but for such applicability, adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), or (ii) of increasing or otherwise determining the amount of capital required or expected to be maintained by such Lender or such Lender's holding company based upon the existence of this Agreement, the Commitment of such Lender hereunder, the Advances made by such Lender pursuant hereto and other similar such commitments, agreements or assets, then from time to time the Borrowers Borrower shall pay to such Lender upon demand such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction or allocable capital cost suffered.

Capital. If any Lender shall have determined that any change after the date hereof in any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any Applicable Lending Office of such Lender) or any Lender's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect (i) of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitment of such Lender hereunder or the Advances made by such Lender pursuant hereto to a level below that which such Lender or such Lender's holding company could have achieved, but for such applicability, adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), or (ii) of increasing or otherwise determining the amount of capital required or expected to be maintained by such Lender or such Lender's holding company based upon the existence of this Agreement, the Commitment of such Lender hereunder, the Advances made by such Lender pursuant hereto and other similar such commitments, agreements or assets, then from time to time the Borrowers Borrower shall pay to such Lender upon demand such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction or allocable capital cost suffered.

Capital. If any Lender law, treaty, order, directive, rule or regulation shall have determined that be adopted, issued or become effective after the Closing Date or if any change after the date hereof in any law, ruletreaty, order, directive, rule or regulation or guideline adopted pursuant to or arising out of from that in effect on the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing Closing Date or in the interpretation or administration of any of the foregoing thereof by any governmental authorityor other regulatory authority charged with the administration thereof (and including in any event all risk based capital guidelines heretofore adopted by the Comptroller of the Currency, the Board or any other banking regulatory agency, domestic or foreign, to the extent that any provision contained therein does not have to be complied with as of the date hereof), shall, or if the compliance by any Issuing Lender or any Lender with any guideline or request from any central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any Applicable Lending Office of such Lender) or any Lender's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such other governmental authority, central bank or comparable agency, has shall affect or would have the effect (i) of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitment of such Lender hereunder or the Advances made by such Lender pursuant hereto to a level below that which such Lender or such Lender's holding company could have achieved, but for such applicability, adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), or (ii) of increasing or otherwise determining affect the amount of capital required or expected to be maintained by the Issuing Lender or such Lender or any Affiliate of such Issuing Lender or Lender's holding company , and the Issuing Lender or such Lender determines that the amount of such capital is increased by or based upon the existence of this Agreementletters of credit or participations therein (or similar contingent obligations), then, upon demand by the Issuing Lender or such Lender, as the case may be (with a copy to the Agent), the Commitment Company shall pay to the Agent for the benefit of the Issuing Lender or such Lender hereunder, the Advances made by such Lender pursuant hereto and other similar such commitments, agreements or assets, then from time to time the Borrowers shall pay to such Lender upon demand such additional amount or amounts as will compensate such may be specified by the Issuing Lender or such Lender as sufficient to compensate it in light of such circumstances, to the extent that the Issuing Lender or such Lender determines such increase in capital to be allocable to the issuance or maintenance of the Letters of Credit, or, in the case of such Lender's holding company , to its participation in the Letters of Credit. A certificate as to such amounts submitted to the Company by the Issuing Lender or such Lender shall be conclusive and binding for any such reduction or allocable capital cost sufferedall purposes, absent manifest error.

Capital. If the Fronting Bank or any Lender shall have determined that any change after the date hereof in any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "“International Convergence of Capital Measurement and Capital Standards"”, or the adoption after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Fronting Bank or any Lender (or any Applicable Lending Office of the Fronting Bank or such Lender) ), or any Lender's holding company of any such entity, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect (i) of reducing the rate of return on such Lender's entity’s capital or on the capital of such Lender's entity’s holding company, if any, as a consequence of this Agreement, the Letters of Credit or such entity’s participatory interest therein, any Commitment of such Lender hereunder or the portion of the Advances made by such Lender entity pursuant hereto to a level below that which such Lender entity or such Lender's entity’s holding company could have achieved, but for such applicability, adoption, change or compliance (taking into consideration such Lender's entity’s policies and the policies of such Lender's entity’s holding company with respect to capital adequacy), or (ii) of increasing or otherwise determining the amount of capital required or expected to be maintained by such Lender entity or such Lender's entity’s holding company based upon the existence of this Agreement, the Letters of Credit or such entity’s participatory interest therein, any Commitment of such Lender hereunder, the portion of the Advances made by such Lender entity pursuant hereto and other similar such credits, participations, commitments, agreements or assets, then from time to time the Borrowers Borrower shall pay to the Fronting Bank or such Lender Lender, upon demand demand, such additional amount or amounts as will compensate such Lender entity or such Lender's entity’s holding company for any such reduction or allocable capital cost suffered.

Capital. If any Lender shall have determined that any change after the date hereof in any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any Applicable Lending Office of such Lender) ), or any Lender's holding company of any such entity, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect (i) of reducing the rate of return on such Lenderentity's capital or on the capital of such Lenderentity's holding company, if any, as a consequence of this Agreement, the any Commitment of such Lender hereunder or the portion of the Advances made by such Lender entity pursuant hereto to a level below that which such Lender entity or such Lenderentity's holding company could have achieved, but for such applicability, adoption, change or compliance (taking into consideration such Lenderentity's policies and the policies of such Lenderentity's holding company with respect to capital adequacy), or (ii) of increasing or otherwise determining the amount of capital required or expected to be maintained by such Lender entity or such Lenderentity's holding company based upon the existence of this Agreement, the any Commitment of such Lender hereunder, the Advances portion of the Advance made by such Lender entity pursuant hereto and other similar such credits, participations, commitments, agreements or assets, then from time to time the Borrowers Borrower shall pay to such Lender Lender, upon demand demand, such additional amount or amounts as will compensate such Lender entity or such Lenderentity's holding company for any such reduction or allocable capital cost suffered.

Capital. If any Lender shall have determined that any change after the date hereof in any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "“International Convergence of Capital Measurement and Capital Standards"”, or the adoption after the date hereof of any law, rule, regulation or guideline regarding capital adequacyadequacy (including, without limitation, pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010), or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any Applicable Lending Office of such Lender) or any Lender's ’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect (i) of reducing the rate of return on such Lender's ’s capital or on the capital of such Lender's ’s holding company, if any, as a consequence of this Agreement, the Commitment of such Lender hereunder or the Advances made by such Lender pursuant hereto to a level below that which such Lender or such Lender's ’s holding company could have achieved, but for such applicability, adoption, change or compliance (taking into consideration such Lender's ’s policies and the policies of such Lender's ’s holding company with respect to capital adequacy), or (ii) of increasing or otherwise determining the amount of capital required or expected to be maintained by such Lender or such Lender's ’s holding company based upon the existence of this Agreement, the Commitment of such Lender hereunder, the Advances made by such Lender pursuant hereto and other similar such commitments, agreements or assets, then from time to time the Borrowers shall pay to such Lender upon demand such additional amount or amounts as will compensate such Lender or such Lender's ’s holding company for any such reduction or allocable capital cost suffered.

Capital. If In the event any Lender shall have determined determines that (i) the adoption ------- of any change after the date hereof in any applicable law, rule, rule or regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in therein, (ii) compliance with any of the foregoing or in the interpretation or administration of any of the foregoing by any judicial, administrative, or other governmental authority, or central bank or comparable agency charged with the interpretation or administration thereofof any such law, rule or regulation or (iii) compliance by any such Lender (or any Applicable Lending Office of such Lender) or any Lender's holding company with any guideline or request from any such central bank, government authority or directive regarding capital adequacy comparable agency (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect (i) of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitment of such Lender hereunder or the Advances made by such Lender pursuant hereto to a level below that which such Lender or such Lender's holding company could have achieved, but for such applicability, adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), or (ii) of increasing or otherwise determining requiring an increase in the amount of capital required or expected to be maintained by such Lender, or any person controlling such Lender, and such Lender or determines (taking into consideration such Lender's holding company policies with respect to capital adequacy) that such increase is based upon the existence of this Agreement, the Commitment of such Lender its obligations hereunder, the Advances made by such Lender pursuant hereto and other similar such commitmentsobligations, agreements or assets, then from time to time the Borrowers Lessor shall pay to such Lender upon demand such additional amount or amounts as shall be certified by such Lender to be the amount allocable to such Lender's obligations to the Lessor hereunder. The Lender will compensate notify the Lessor of any event occurring after the date of this Loan Agreement that will entitle such Lender to compensation pursuant to this paragraph as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by such Lender for purposes of this paragraph of the effect of any increase in the amount of capital required to be maintained by such Lender or any person controlling the Lender, and of the amount allocable to such Lender's holding company for any obligations to the Lessor hereunder shall be conclusive, provided that such reduction or allocable capital cost suffereddeterminations are made on a reasonable basis.

Capital. If any Lender shall have determined that any change after the date hereof in any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any Applicable Lending Office of such Lender) or any Lender's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect (i) of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the other Loan Documents the Commitment of such Lender hereunder or the Advances made by such Lender pursuant hereto or the Letters of Credit issued hereunder, to a level below that which such Lender or such Lender's holding company could have achieved, but for such applicability, adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), or (ii) of increasing or otherwise determining the amount of capital required or expected to be maintained by such Lender or such Lender's holding company based upon the existence of this Agreement, the other Loan Documents, the Commitment of such Lender hereunder, the Advances made by such Lender pursuant hereto hereto, the Letters of Credit issued or to be issued or maintained hereunder and other similar such commitments, agreements or assets, then from time to time the Borrowers Borrower shall pay to such Lender upon within five days of demand such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction or allocable capital cost suffered.

Capital. If any Lender shall have determined that any change after the date hereof in any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any any, law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any Applicable Lending Office of such Lender) or any Lender's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect (i) of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the other Loan Documents, the Commitment of such Lender hereunder or the Advances made by such Lender pursuant hereto or the Letters of Credit issued hereunder, to a level below that which such Lender or such Lender's holding company could have achieved, but for such applicability, adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), or (ii) of increasing or otherwise determining the amount of capital required or expected to be maintained by such Lender or such Lender's holding company based upon the existence of this Agreement, the other Loan Documents, the Commitment of such Lender hereunder, the Advances made by such Lender pursuant hereto hereto, the Letters of Credit issued or to be issued or maintained hereunder and other similar such commitments, agreements or assets, then from time to time the Borrowers Borrower shall pay to such Lender upon within five days of demand such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction or allocable capital cost suffered.additional

Capital. If any Lender shall have determined that any change after the date hereof in any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards"'INTERNATIONAL CONVERGENCE OF CAPITAL MEASUREMENT AND CAPITAL STANDARDS', or the adoption after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any Applicable Lending Office of such Lender) or any Lender's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect (i) of i)of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitment of such Lender hereunder or the Advances made by such Lender pursuant hereto to a level below that which such Lender or such Lender's holding company could have achieved, but for such applicability, adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), or (ii) of increasing or otherwise determining the amount of capital required or expected to be maintained by such Lender or such Lender's holding company based upon the existence of this Agreement, the Commitment of such Lender hereunder, the Advances made by such Lender pursuant hereto and other similar such commitments, agreements or assets, then from time to time the Borrowers shall pay to such Lender upon demand such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction or allocable capital cost suffered.

Capital. If any Lender shall have determined that any change after the date hereof in any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any Applicable Lending Office of such Lender) ), or any Lender's holding company of any such entity, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect (i) of reducing the rate of return on such Lenderentity's capital or on the capital of such Lenderentity's holding company, if any, as a consequence of this Agreement, the any Commitment of such Lender hereunder or the portion of the Advances made by such Lender entity pursuant hereto to a level below that which such Lender entity or such Lenderentity's holding company could have achieved, but for such applicability, adoption, change or compliance (taking into consideration such Lenderentity's policies and the policies of such Lenderentity's holding company with respect to capital adequacy), or (ii) of increasing or otherwise determining the amount of capital required or expected to be maintained by such Lender entity or such Lenderentity's holding company based upon the existence of this Agreement, the any Commitment of such Lender hereunder, the Advances portion of the Advance made by such Lender entity pursuant hereto and other similar such credits, participations, commitments, agreements or assets, then from time to time the Borrowers Borrower shall pay to such Lender Lender, upon demand demand, such additional amount or amounts as will compensate such Lender entity or such Lenderentity's holding company for any such reduction or allocable capital cost suffered.

Capital. If In the event any Lender shall have determined determines that (i) the adoption of ------- any change after the date hereof in any applicable law, rule, rule or regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in therein, (ii) compliance with any of the foregoing or in the interpretation or administration of any of the foregoing by any judicial, administrative, or other governmental authority, or central bank or comparable agency charged with the interpretation or administration thereofof any such law, rule or regulation or (iii) compliance by any such Lender (or any Applicable Lending Office of such Lender) or any Lender's holding company with any guideline or request from any such central bank, government authority or directive regarding capital adequacy comparable agency (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect (i) of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitment of such Lender hereunder or the Advances made by such Lender pursuant hereto to a level below that which such Lender or such Lender's holding company could have achieved, but for such applicability, adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), or (ii) of increasing or otherwise determining requiring an increase in the amount of capital required or expected to be maintained by such Lender, or any person controlling such Lender, and such Lender or determines (taking into consideration such Lender's holding company policies with respect to capital adequacy) that such increase is based upon the existence of this Agreement, the Commitment of such Lender its obligations hereunder, the Advances made by such Lender pursuant hereto and other similar such commitmentsobligations, agreements or assets, then from time to time the Borrowers Lessor shall pay to such Lender upon demand such additional amount or amounts as shall be certified by such Lender to be the amount allocable to such Lender's obligations to the Lessor hereunder. The Lender will compensate notify the Lessor of any event occurring after the date of this Loan Agreement that will entitle such Lender to compensation pursuant to this paragraph as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by such Lender for purposes of this paragraph of the effect of any increase in the amount of capital required to be maintained by such Lender or any person controlling the Lender, and of the amount allocable to such Lender's holding company for any obligations to the Lessor hereunder shall be conclusive, provided that such reduction or allocable capital cost suffereddeterminations are made on a reasonable basis.

Capital. If any Lender shall have determined that any change after the date hereof in any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any Applicable Lending Office of such Lender) or any Lender's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of (i) of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitment of such Lender hereunder or the Advances made by such Lender pursuant hereto to a level below that which such Lender or such Lender's holding company could have achieved, but for such applicability, adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), or of (ii) of increasing or otherwise determining the amount of capital required or expected to be maintained by such Lender or such Lender's holding company based upon the existence of this Agreement, the Commitment of such Lender hereunder, the Advances made by such Lender pursuant hereto and other similar such commitments, agreements or assets, then from time to time the Borrowers shall pay to such Lender upon demand such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction or allocable capital cost suffered. Prior to any Lender giving notice to the Borrowers under this subsection (b), such Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such reduction or allocable capital cost and would not, in the sole determination of such Lender, be otherwise disadvantageous to such Lender.

Capital. If any Lender shall have determined that any change after the date hereof in any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "“International Convergence of Capital Measurement and Capital Standards"”, or the adoption after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any Applicable Lending Office of such Lender) or any Lender's ’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect (i) of reducing the rate of return on such Lender's ’s capital or on the capital of such Lender's ’s holding company, if any, as a consequence of this Agreement, the Commitment of such Lender hereunder or the Advances made by such Lender pursuant hereto to a level below that which such Lender or such Lender's ’s holding company could have achieved, but for such applicability, adoption, change or compliance (taking into consideration such Lender's ’s policies and the policies of such Lender's ’s holding company with respect to capital adequacy), or (ii) of increasing or otherwise determining the amount of capital required or expected to be maintained by such Lender or such Lender's ’s holding company based upon the existence of this Agreement, the Commitment of such Lender hereunder, the Advances made by such Lender pursuant hereto and other similar such commitments, agreements or assets, then from time to time the Borrowers shall pay to such Lender upon demand such additional amount or amounts as will compensate such Lender or such Lender's ’s holding company for any such reduction or allocable capital cost suffered.

Capital. If any Lender shall have determined that any change after the date hereof in any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards"', or the adoption after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any Applicable Lending Office of such Lender) or any Lender's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect (i) of i)of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitment of such Lender hereunder or the Advances made by such Lender pursuant hereto to a level below that which such Lender or such Lender's holding company could have achieved, but for such applicability, adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), or (ii) of increasing or otherwise determining the amount of capital required or expected to be maintained by such Lender or such Lender's holding company based upon the existence of this Agreement, the Commitment of such Lender hereunder, the Advances made by such Lender pursuant hereto and other similar such commitments, agreements or assets, then from time to time the Borrowers shall pay to such Lender upon demand such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction or allocable capital cost suffered.

Capital. If If, at any time after the Closing Date, the Issuing Lender or any Lender shall have determined determines that compliance with any change law or regulation as adopted, amended or otherwise modified after the date hereof in Closing Date or with any law, rule, regulation written guideline or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of request from any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with other governmental authority published after the interpretation Closing Date (a copy of which shall be sent by the Issuing Lender or administration thereof, or compliance by any Lender (or any Applicable Lending Office of such Lender) or any Lender's holding company with any request or directive regarding capital adequacy (, as the case may be, to the Borrower), whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect (i) of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, the Commitment of such Issuing Lender hereunder or the Advances made by such Lender pursuant hereto to a level below that which such Lender or any corporation controlling the Issuing Lender or such Lender's holding company could have achieved, but for such applicability, adoption, change or compliance Lender (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), or (ii) of whether by increasing or otherwise determining the amount of capital required or expected to be maintained by the Issuing Lender or such Lender or any corporation controlling the Issuing Lender or such Lender or otherwise) as a consequence of, or with reference to, such Issuing Lender's commitment to issue, the issuance of, or, with respect to such Lender's commitment, to participate in, any Letter of Credit hereunder below the rate that the Issuing Lender or such Lender or such other corporation could have achieved but for compliance therewith (taking into account the policies of the Issuing Lender's holding company based upon the existence of this Agreement, the Commitment of such Lender hereunder, the Advances made by such Lender pursuant hereto and other similar such commitments, agreements or assetscorporation with regard to capital), then the Borrower shall from time to time time, upon demand by the Borrowers shall Issuing Lender or such Lender (with a copy of such demand to the Agent), immediately pay to the Issuing Lender or such Lender upon demand additional amounts sufficient to compensate the Issuing Lender or such additional amount Lender or other corporation for such reduction. A certificate as to such amounts as will compensate such shall be submitted to the Borrower and the Agent by the Issuing Lender or such Lender's holding company , as the case may be, which certificate shall be conclusive and binding for any such reduction or allocable capital cost sufferedall purposes absent manifest error.

Capital. If any Fronting Bank or any Lender shall have determined that any change after the date hereof in any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "“International Convergence of Capital Measurement and Capital Standards"”, or the adoption after the date hereof of any law, rule, regulation or guideline regarding capital adequacyadequacy (including, without limitation, pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010), or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Fronting Bank or any Lender (or any Applicable Lending Office of such Lender) ), or any Lender's holding company of any such entity, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect (i) of reducing the rate of return on such Lender's entity’s capital or on the capital of such Lender's entity’s holding company, if any, as a consequence of this Agreement, the Letters of Credit or such entity’s participatory interest therein, any Commitment of such Lender or LC Commitment hereunder or the portion of the Advances made by such Lender entity pursuant hereto to a level below that which such Lender entity or such Lender's entity’s holding company could have achieved, but for such applicability, adoption, change or compliance (taking into consideration such Lender's entity’s policies and the policies of such Lender's entity’s holding company with respect to capital adequacy), or (ii) of increasing or otherwise determining the amount of capital required or expected to be maintained by such Lender entity or such Lender's entity’s holding company based upon the existence of this Agreement, the Letters of Credit or such entity’s participatory interest therein, any Commitment of such Lender or LC Commitment hereunder, the portion of the Advances made by such Lender entity pursuant hereto and other similar such credits, participations, commitments, agreements or assets, then from time to time the Borrowers Borrower shall pay to such Lender Fronting Bank or such Lender, upon demand demand, such additional amount or amounts as will compensate such Lender entity or such Lender's entity’s holding company for any such reduction or allocable capital cost suffered.