Common use of Changes in Capital Adequacy Regulations Clause in Contracts

Changes in Capital Adequacy Regulations. If a Lender in good faith determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change (as hereinafter defined), then, within 15 days of demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder or its obligation to make Loans hereunder (after taking into account such Lender’s policies as to capital adequacy). “Change” means (i) any change after the Agreement Effective Date in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Date, including transition rules, and (ii) the corresponding capital regulations promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Date.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change (as hereinafter defined), then, within 15 days of demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder or its obligation to make Loans hereunder (after taking into account such Lender’s policies as to capital adequacy). “Change” means (i) any change after the Agreement Effective Date in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Date, including transition rules, and (ii) the corresponding capital regulations promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Date.

Changes in Capital Adequacy Regulations. If a Lender in good faith or an Issuer determines the amount of capital or liquidity required or expected to be maintained by such LenderLender or such Issuer, any Lending Installation of such Lender or any corporation controlling such Lender or such Issuer is increased as a result of a Change (as hereinafter defined)Change, then, within 15 days of demand by such Lender, Lender or such Issuer the Borrower shall pay such Lender or such Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith or such Issuer determines is attributable to this Agreement, its outstanding credit exposure hereunder Outstanding Credit Exposure or its obligation to make Loans hereunder Commitment (after taking into account such Lender’s or such Issuer’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement Effective Date in (or in the interpretation of) the Risk-Based Capital Guidelines or (ii) any adoption of or change in (or any change in the interpretation of) any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender Lender, any Lending Installation or any lending office of such Lender Issuer or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (Lender or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implementedIssuer. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines (i) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change "Change" (as hereinafter defineddefined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Revolving Loan Commitment, Loans, L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, then, within 15 fifteen (15) days after receipt by the Borrower of written demand by such LenderLender pursuant to Section 4.5, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Revolving Loan Commitment, its Loans, its L/C Interests, the Letters of Credit or its obligation to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement Effective Date in the "Risk-Based Capital Guidelines" (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to the date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “"Risk-Based Capital Guidelines” " means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines (a) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change "Change" (as hereinafter defineddefined below), and (b) such increase in capital will result in an increase in the cost to such Lender of maintaining its Revolving Loan Commitment, Loans, L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, then, within 15 fifteen (15) days after receipt by the Company or any other Borrower of written demand by such LenderLender pursuant to Section 4.5, the Borrower applicable Borrowers shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith reasonably determines is attributable to this Agreement, its outstanding credit exposure hereunder Revolving Loan Commitment, its Loans, its L/C Interests, the Letters of Credit or its obligation to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement Effective Date in the "Risk-Based Capital Guidelines" (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to the date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “"Risk-Based Capital Guidelines” " means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change (as hereinafter defineddefined below), then, within 15 days of demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans or its obligation Commitment to make Loans hereunder (after taking into account such Lender’s policies as to capital adequacyadequacy and liquidity). “Change” means (i) any change after the Agreement Effective Closing Date in the Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of of, change in, or change in the interpretation or administration of any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Agreement Effective Closing Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding Lender (provided, however, that notwithstanding anything herein to the contrary, (ix) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines guidelines, requirements and directives promulgated thereunder thereunder, issued in connection therewith or in implementation thereof, and (iiy) all requests, rules, guidelines or guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change”, ” regardless of the date enacted, adopted, issued, promulgated issued or implemented). “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Closing Date, including transition rules, and (ii) the corresponding capital regulations promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or regulatory authorities outside the United States or foreign regulatory authorities, in each case pursuant to Basel III, including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective DateStates.

Changes in Capital Adequacy Regulations. If a Lender in good faith or the LC Issuer determines the amount of capital or liquidity required or expected to be maintained by such LenderLender or the LC Issuer, any Lending Installation of such Lender or the LC Issuer, or any corporation controlling such Lender or the LC Issuer is increased as a result of a Change (as hereinafter defineddefined below), then, within 15 days of demand by such LenderLender or the LC Issuer, the applicable Borrower shall pay such Lender or the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith or the LC Issuer determines is attributable to this Agreement, its outstanding credit exposure hereunder Outstanding Revolving Credit Exposure, its Term Loans or Revolving Loan Commitment or Term Loan Commitment or its obligation commitment to make Loans issue Facility LCs as the case may be, hereunder (after taking into account such Lender’s or the LC Issuer’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or the LC Issuer or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) Lender or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implementedLC Issuer. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change (as hereinafter defined), then, within 15 days of demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased Lender’s capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder or its obligation to make Loans hereunder (after taking into account such Lender’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines (as hereinafter defined) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder shall be deemed to be a “Change”, regardless of the date enacted or adopted. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adoptedenacted, adopted or issued, promulgated or implemented. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Date, including transition rules, and (ii) the corresponding capital regulations promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Date.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines (i) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change "Change" (as hereinafter defineddefined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Loans, L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, then, within 15 days after receipt by the Borrower of written demand by such LenderLender pursuant to SECTION 4.5, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans, its L/C Interests, the Letters of Credit or its obligation to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “Change” "CHANGE" means (i) any change after the date of this Agreement Effective Date in the "Risk-Based Capital Guidelines" (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to the date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx"RISK-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” BASED CAPITAL GUIDELINES" means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change “Change” (as hereinafter defineddefined below), then, within 15 fifteen (15) days of demand demand, accompanied by the written statement required by Section 3.6, by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans or its obligation Commitment to make Loans and issue or participate in Facility LCs or Swing Line Loans, as applicable, hereunder (after taking into account such Lender’s policies as to capital adequacy); provided that no such amount shall be payable with respect to any period commencing more than thirty (30) days before the date such Lender first notifies the Borrower of its intention to demand compensation under this Section 3.2. “Change” means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines or (ii) any after the date of this Agreement, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any other such law, governmental rule or quasi-governmental rule, regulation, policyor any change in the interpretation or administration thereof by any governmental authority, guideline, interpretationcentral bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency given or made after the Agreement Effective Date which affects the amount date of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implementedthis Agreement. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith reasonably determines (A) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change “Change” (as hereinafter defineddefined below), and (B) such increase in capital will result in an increase in the cost to such Lender of maintaining its Revolving Loan Commitment, Loans, L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, then, within 15 fifteen (15) days after receipt by the Borrower of written demand by such LenderLender pursuant to Section 4.5, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Revolving Loan Commitment, its Loans, its L/C Interests, the Letters of Credit or its obligation to make Loans hereunder (after taking into account such Lender’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement Effective Date in the “Risk-Based Capital Guidelines” (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to the date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation corporate entity controlling such Lender with respect to this Facility is increased as a result of a Change (as hereinafter defineddefined below), then, within 15 fifteen (15) days of demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Advances, its interest in the Facility Letters of Credit, or its obligation to make Loans Advances hereunder or participate in or issue Facility Letters of Credit hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “"Risk-Based Capital Guidelines” " means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel IIIRegulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards", including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines (i) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change “Change” (as hereinafter defineddefined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Loans or its obligation to make Loans hereunder, then, within 15 days after receipt by the relevant Borrower of written demand by such LenderLender pursuant to Section 3.6, the such Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans or its obligation to make Loans hereunder (after taking into account such Lender’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement Effective Date in the “Risk-Based Capital Guidelines” (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements, in each case passed prior to the date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the July 1988 report of the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Entitled “International Convergence of Capital Measurement and Capital Standards,” including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the date of this Agreement Effective Dateand including, for the avoidance of doubt, the recommendations set out in the report entitled ‘Basel II: International Convergence of Capital Measurement and Capital Standards: A Revised Framework’, which was published by the Basel Committee on Banking Supervision on June 26, 2004 and the European Commission proposal (COM (2004) 486) of July 14, 2004.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines the amount of capital or liquidity required or expected to be maintained by such each Lender, any the Lending Installation Installations of such Lender the Lenders or any corporation the corporations controlling such Lender the Lenders (as the case may be) is increased as a result of a Change (as hereinafter defined), then, within 15 fifteen days of written demand by such LenderLender pursuant to Section 4.4, the Borrower shall pay each such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of on such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans, its interest in the Facility Letters of Credit, or its obligation to make Loans hereunder or participate in or issue Facility Letters of Credit (after taking into account such Lender’s 's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not of any Governmental Authority having the force of law) jurisdiction after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or reasonably expected to be maintained by any Lender each of the Lenders or any lending office of the Lending Installations, or the corporations controlling such Lender or any corporation controlling any Lender. Notwithstanding anything herein to the contraryLenders, (i) as the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implementedmay be). “"Risk-Based Capital Guidelines” " means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender, Swingline Lender in good faith or any LC Issuer determines the amount of capital or liquidity required or expected to be maintained by such Lender, Swingline Lender or such LC Issuer, any Lending Installation of such Lender, Swingline Lender or such LC Issuer, or any corporation controlling such Lender, Swingline Lender or such LC Issuer is increased as a result of a Change (as hereinafter defined)Change, then, within 15 fifteen (15) days of demand by such Lender, Swingline Lender or such LC Issuer, the Borrower shall pay such Lender, Swingline Lender or such LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender, Swingline Lender in good faith or such LC Issuer determines is attributable to this Agreement, its outstanding credit exposure hereunder Outstanding Credit Exposure or its obligation Commitment to make Loans and issue or participate in Swingline Loans and Facility LCs, as the case may be, hereunder (after taking into account such Lender’s 's, Swingline Lender's or LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the Agreement Effective Closing Date in the Risk-Based Capital Guidelines Guidelines, or (ii) any adoption of or change in any other law, governmental or quasi-quasi governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Agreement Effective Closing Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender, Swingline Lender or any lending office of such Lender LC Issuer or any Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (Swingline Lender or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implementedLC Issuer. “"Risk-Based Capital Guidelines” " means (i) the risk-risk based capital guidelines in effect in the United States on the Agreement Effective Closing Date, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Closing Date.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change (as hereinafter defined), then, within 15 days of demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder or its obligation to make Loans hereunder (after taking into account such LenderLxxxxx’s policies as to capital adequacy). “Change” means (i) any change after the Agreement Effective Date in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Date, including transition rules, and (ii) the corresponding capital regulations promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Date.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines (i) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change “Change” (as hereinafter defineddefined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Commitment, Loans, L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, then, within 15 fifteen (15) days after receipt by the Company or any other Borrower of written demand by such LenderLender pursuant to Section 4.5, the Borrower applicable Borrowers shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Commitment, its Loans, its L/C Interests, the Letters of Credit or its obligation to make Loans hereunder (after taking into account such Lender’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement Effective Date in the “Risk-Based Capital Guidelines” (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to the Closing Date, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change (as hereinafter defined), then, within 15 fifteen (15) days of demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender Lender, acting in good faith and not on an arbitrary or capricious basis, using any reasonable method, determines is attributable to this Agreement, its outstanding credit exposure hereunder or its obligation to make Loans hereunder (after taking into account such Lender’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines (as hereinafter defined) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Date.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines (i) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change "Change" (as hereinafter defineddefined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Loans, L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, then, within 15 days after receipt by the Borrower of written demand by such LenderLender pursuant to Section 3.5, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans, its L/C Interests, the Letters of Credit or its obligation to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “A certificate as to an additional amount payable to any Lender or the Agent under this Section 3.2 submitted to the Borrower and the Agent (if a Lender is so submitting) by such Lender or the Agent shall show in reasonable detail the amount payable and the calculations used to determine such amount and shall, absent manifest error, be final, conclusive and binding upon all parties hereto. "Change” " means (i) any change after the date of this Agreement Effective Date in the "Risk-Based Capital Guidelines" (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to the date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “"Risk-Based Capital Guidelines” " means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines (i) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change "Change" (as hereinafter defineddefined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Loans, L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, then, within 15 days after receipt by the Borrower of written demand by such LenderLender pursuant to Section 4.5, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans, its L/C Interests, the Letters of Credit or its obligation to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement Effective Date in the "Risk-Based Capital Guidelines" (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to the date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “"Risk-Based Capital Guidelines” " means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines (i) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change "Change" (as hereinafter defineddefined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Loans, L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, then, within 15 days after receipt by the Borrower of written demand by such LenderLender pursuant to SECTION 4.5, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans, its L/C Interests, the Letters of Credit or its obligation to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “Change” "CHANGE" means (i) any change after the Closing Date of this Agreement Effective Date in the "Risk-Based Capital Guidelines" (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to the Closing Date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Agreement Effective Closing Date and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx"RISK-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” BASED CAPITAL GUIDELINES" means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Closing Date, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Closing Date.

Changes in Capital Adequacy Regulations. If a Lender in good faith reasonably determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change (as hereinafter defined)Change, then, within 15 days of demand by such LenderLender pursuant to the written statement required under Section 3.5, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith reasonably determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans or its obligation to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines Guidelines, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “"Risk-Based Capital Guidelines” " means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the date of this Agreement. Each Lender will notify the Borrower of any event occurring after the date of this Agreement Effective Datewhich will entitle such Lender to compensation pursuant to this Section 3.2, as promptly as practicable after such Lender obtains knowledge thereof and determines to request such compensation.

Changes in Capital Adequacy Regulations. If a Lender in good faith or an Issuer determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender Lender, such Issuer or any corporation controlling such Lender or such Issuer is increased as a result of a Change (as hereinafter defined)Change, then, within 15 days of demand by such LenderLender or such Issuer, the Borrower shall pay such Lender or such Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith or such Issuer determines is attributable to this Agreement, its outstanding credit exposure hereunder Outstanding Credit Exposure or its obligation Commitment to make Loans or to issue or participate in Letters of Credit hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement Effective Date in (or in the interpretation of) the Risk-Based Capital Guidelines or (ii) any adoption of or change in (or any change in the interpretation of) any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or Lender, any lending office of such Lender Lending Installation, any Issuer or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (Lender or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implementedIssuer. “"Risk-Based Capital Guidelines” " means (ix) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (iiy) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith or LC Issuer determines the amount of capital or liquidity required or expected to be maintained by such LenderLender or LC Issuer, any Lending Installation of such Lender or LC Issuer or any corporation controlling such Lender or LC Issuer is increased as a result of a Change (as hereinafter defined)Change, then, within 15 days of demand demand, accompanied by the written statement required by Section 3.6, by such LenderLender or LC Issuer, the Borrower shall pay such Lender or LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith or LC Issuer determines is attributable to this Agreement, its outstanding credit exposure hereunder or Outstanding Revolving Credit Exposure, its obligation Term Loans, its Term Loan Commitment to make Term Loans, its Revolving Loan Commitment to make Revolving Loans and issue or participate in Facility LCs, as applicable, hereunder (after taking into account such Lender’s 's or LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the Agreement Effective Closing Date in the Risk-Based Capital Guidelines or (ii) any adoption of of, or change in, or change in the interpretation or administration of any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Agreement Effective Closing Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or LC Issuer or any lending office of such Lender Lending Installation or any corporation controlling any LenderLender or LC Issuer. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “"Risk-Based Capital Guidelines” " means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Closing Date, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Closing Date.

Changes in Capital Adequacy Regulations. If a any Lender, LC Issuer, or Acceptance Lender in good faith determines the amount of capital or liquidity required or expected to be maintained by such Lender, LC Issuer, Acceptance Lender, or any Lending Installation of such Lender Lender, LC Issuer, or Acceptance Lender, or any corporation controlling such Lender, LC Issuer, or Acceptance Lender is increased as a result of a Change (as hereinafter defineddefined below), then, within 15 fifteen days of demand by such Lender, LC Issuer, or Acceptance Lender, the Borrower Borrowers shall pay such Lender, LC Issuer, or Acceptance Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender, LC Issuer, or Acceptance Lender in good faith reasonably determines is attributable to this Agreement, its outstanding credit exposure hereunder Outstanding Credit Exposure, or its obligation commitment to make Loans Loans, issue or participate in Facility LCs, and accept or participate in Acceptances, as the case may be, hereunder (after taking into account such Lender’s, LC Issuer’s, or Acceptance Lender’s policies as to capital adequacy). As used in this Section, “Change” means (ia) any change after the Agreement Effective Closing Date in the Risk-Based Capital Guidelines (as defined below) or (iib) any adoption of or change after the Closing Date in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender Lender, LC Issuer, Acceptance Lender, Lending Installation of any Lender, LC Issuer, or any lending office of such Lender Acceptance Lender, or any corporation controlling any Lender, LC Issuer, or Acceptance Lender. Notwithstanding anything herein to the contraryAs used in this Section, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” means (iy) the risk-based capital guidelines in effect in the United States U.S. on the Agreement Effective Closing Date, including transition rules, and (iiz) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, U.S. implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Closing Date.

Changes in Capital Adequacy Regulations. If a Lender in good faith or an LC Issuer determines the amount of capital or liquidity required or expected to be maintained by such LenderLender or such LC Issuer, any Lending Installation of such Lender or such LC Issuer, or any corporation controlling such Lender or such LC Issuer is increased as a result of a Change (as hereinafter defineddefined below), then, within 15 days of demand by such LenderLender or such LC Issuer, the Borrower shall pay such Lender or such LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith or such LC Issuer determines is attributable to this Agreement, its outstanding credit exposure hereunder Outstanding Credit Exposure or its obligation Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s or such LC Issuer’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender LC Issuer or any Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (Lender or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implementedLC Issuer. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender, Swingline Lender in good faith or LC Issuer determines that the amount of capital or liquidity required or expected to be maintained by such Lender, any Swingline Lender or LC Issuer, the Lending Installation of such Lender, Swingline Lender or LC Issuer or any corporation controlling such Lender, Swingline Lender or LC Issuer is increased as a result of a Change (as hereinafter defined)Change, then, within 15 days of demand by such Lender, Swingline Lender or LC Issuer, the Borrower shall pay such Lender, Swingline Lender or LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender, Swingline Lender in good faith or LC Issuer reasonably determines is attributable to this Agreement, its outstanding credit exposure hereunder Outstanding Credit Exposure, its commitment to make Swingline Loans or its obligation Commitment to make Loans and issue or participate in Facility LCs or Swingline Loans, as the case may be, hereunder (after taking into account such Lender’s, Swingline Lender’s or LC Issuer’s policies as to capital adequacy). The Administrative Agent agrees to notify the Borrower of any Change within 60 days after the Administrative Agent becomes aware of such Change. “Change” means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, interpretation or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender, Swingline Lender LC Issuer or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines Swingline Lender or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implementedLC Issuer. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Date.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines (i) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change Change, and (as hereinafter defined)ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Loans or its obligation to make Loans hereunder, then, within 15 fifteen (15) days after receipt by the Borrower of written demand by such LenderLender pursuant to Section 3.5, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans or its obligation to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to the date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “"Risk-Based Capital Guidelines” " means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith or any LC Issuer determines the amount of capital or liquidity required or expected to be maintained by such LenderLender or such LC Issuer, any Lending Installation of such Lender or such LC Issuer or any corporation Parent controlling such Lender or such LC Issuer is increased as a result of a Change (as hereinafter defined)in Capital Adequacy Regulations, then, within 15 days of demand demand, accompanied by the written statement required by Section 3.6, by such LenderLender or such LC Issuer, the Borrower shall pay such Lender or such LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity which such Lender in good faith or such LC Issuer determines is attributable to this Agreement, its outstanding credit exposure hereunder Term Loans, its Outstanding Revolving Credit Exposure, its Commitments or its obligation commitment to make Loans issue Facility LCs, as applicable, hereunder (after taking into account such Lender’s or such LC Issuer’s policies as to capital adequacyadequacy and liquidity). “ChangeChange in Capital Adequacy Regulations” means (ia) any change after the Agreement Effective Closing Date in the Risk-Based Capital Guidelines or (iib) any adoption of of, or change in, or change in the interpretation, implementation or administration of any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Agreement Effective Closing Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such LC Issuer or any Lending Installation or any Parent controlling any Lender or any corporation controlling LC Issuer. “Risk-Based Capital Guidelines” means (a) the risk-based capital guidelines in effect in the United States on the Closing Date, including transition rules, (b) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basel Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any Lender. Notwithstanding anything herein amendments to such regulations adopted prior to the contraryClosing Date, (ic) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines guidelines, requirements and directives promulgated thereunder thereunder, issued in connection therewith or in implementation thereof and (iid) all requests, rules, guidelines regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authoritiesauthorities (whether or not having the force of Law), in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Date, including transition rules, and (ii) the corresponding capital regulations promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Date.

Changes in Capital Adequacy Regulations. If a the Swingline Lender in good faith or another Lender determines the amount of capital or liquidity required or expected to be maintained by the Swingline Lender or such Lender, any Lending Installation of such Lender or any corporation controlling controlling, the Swingline Lender or such Lender is increased as a result of a Change (as hereinafter defined)Change, then, within 15 days of demand by the Swingline Lender or such Lender, the Borrower shall pay the Swingline Lender or such other Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which which, the Swingline Lender or such other Lender in good faith determines is attributable to this Agreement, its Loans outstanding credit exposure hereunder (or participations therein) or its obligation Commitment to make Loans hereunder (after taking into account such Lender’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement Effective Date in the Risk-Risk Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by the Swingline Lender, any other Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Risk Based Capital Guidelines” means (i) the risk-risk based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines (i) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change “Change” (as hereinafter defineddefined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Revolving Loan Commitment, Loans, L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, then, within 15 fifteen (15) days after receipt by the Company of written demand by such LenderLender pursuant to Section 4.5, the Borrower Company shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans, its L/C Interests, the Letters of Credit or its obligation to make Loans hereunder (after taking into account such Lender’s policies as to capital adequacy). “Change” means (i) any change after the date the relevant Lender became a party to this Agreement Effective Date in the “Risk-Based Capital Guidelines” (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to such date or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date the relevant Lender became a party to this Agreement Effective Date and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate the relevant Lender became a party to this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate the relevant Lender became a party to this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change (as hereinafter defined)Change, then, within 15 days of demand by such Lender, the applicable Borrower (or, if the amount payable is not attributable or allocable to a particular Borrower, PHI) shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its Agreement or Loans outstanding credit exposure hereunder (or participations therein) or its obligation Commitment to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement Effective Date in the Risk-Risk Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-"Risk Based Capital Guidelines” " means (i) the risk-risk based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender reasonably and in good faith determines that the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender attributable to this Agreement, the Loans or its obligation to make Loans hereunder is increased as a result of a Change (as hereinafter hereafter defined), then, within 15 days of demand by such Lender, the Borrower Company shall pay such Lender the amount which such Lender reasonably and in good faith determines is necessary to compensate it for any shortfall reduction in the rate of return on the portion of such increased capital to an amount below that which such Lender in good faith determines could have achieved but for such Change and is attributable to this Agreement, its outstanding credit exposure hereunder the Loans or its obligation to make Loans hereunder (after taking into account hereunder, provided, however, that the effect of any Change shall be determined based on the effect on such Lender’s policies Lender that would be applicable to such Lender if such Lender was maintaining the highest credit quality as to capital adequacy)determined by the applicable regulatory authorities at the time of such Change. “"Change” " means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-quasi- governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) of general applicability after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “"Risk-Based Capital Guidelines” " means (i) the risk-risk- based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith Lender, or the LC Issuer determines the amount of capital or liquidity required or expected to be maintained by such Lender, the LC Issuer, or any Lending Installation of such Lender Installation, or any corporation controlling such Lender Lender, or the LC Issuer is increased as a result of a Change (as hereinafter defineddefined below), then, within 15 days of demand by such Lender, or the LC Issuer, the Borrower shall pay such Lender Lender, or the LC Issuer the amount necessary (without any premium or penalty thereon or otherwise with respect thereto) to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith Lender, or the LC Issuer determines is attributable to this Agreement, its outstanding credit exposure hereunder or Outstanding Revolving Credit Exposure, its obligation Term Loans, its Revolving Commitment to make Revolving Loans hereunder and/or issue or participate in Facility LCs, as the case may be (after taking into account such Lender’s ’s, or LC Issuer’s, policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines (defined below), or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender Lender, or the LC Issuer, or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implementedLC Issuer. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines (i) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change "Change" (as hereinafter defineddefined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Revolving Loan Commitment, Loans, L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, then, within 15 fifteen (15) days after receipt by the Company of written demand by such LenderLender pursuant to Section 4.5, the Borrower Company shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans, its L/C Interests, the Letters of Credit or its obligation to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy); provided, however, that the Company shall not be required to pay any additional amounts pursuant to this Section 4.2 incurred more than ninety (90) days prior to the date of the relevant Lender's demand therefor. “Change” "CHANGE" means (i) any change after the date the relevant Lender became a party to this Agreement Effective Date in the "Risk-Based Capital Guidelines" (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to the date hereof or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date the relevant Lender became a party to this Agreement Effective Date and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx"RISK-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” BASED CAPITAL GUIDELINES" means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate the relevant Lender became a party to this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate the relevant Lender became a party to this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith or the L/C Issuer determines that the amount of capital or liquidity required or expected to be maintained by such LenderLender or the L/C Issuer, any Lending Installation of such Lender or any corporation controlling such Lender or the L/C Issuer is increased as a result of a Change (as hereinafter defineddefined below in this SECTION 3.2), then, within 15 days of demand by such LenderLender or the L/C Issuer, the Borrower Borrowers shall pay such Lender or the L/C Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith or the L/C Issuer determines is attributable to this Agreement, its outstanding credit exposure hereunder Revolving Loans, L/C Interests, the Letters of Credit, the L/C Obligations or its obligation to make Revolving Loans (or in the case of the L/C Issuer, its commitment to issue Letters of Credit) or participate in Letters of Credit hereunder or to issue Letters of Credit (after taking into account such Lender’s 's or the L/C Issuer's or such controlling corporation's policies as to capital adequacy). “Change” "CHANGE" means (ia) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines (as defined below in this SECTION 3.2) or (iib) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, interpretation or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or the L/C Issuer or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) Lender or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implementedL/C Issuer. “Risk"RISK-Based Capital Guidelines” BASED CAPITAL GUIDELINES" means (ia) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (iib) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines (i) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change "Change" (as hereinafter defineddefined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Revolving Loan Commitment, Loans, L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, then, within 15 fifteen (15) days after receipt by the applicable Borrower of written demand by such LenderLender pursuant to Section 4.5, the applicable Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans, its L/C Interests, the Letters of Credit or its obligation to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy); provided that such Lender shall only require such payment from the applicable Borrower to the extent such Lender is requiring such payments from other borrowers of comparable creditworthiness as the Company. “Change” "CHANGE" means (i) any change after the date the relevant Lender became a party to this Agreement Effective Date in the "Risk-Based Capital Guidelines" (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to the date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date the relevant Lender became a party to this Agreement Effective Date and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx"RISK-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” BASED CAPITAL GUIDELINES" means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate the relevant Lender became a party to this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate the relevant Lender became a party to this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith or Issuer determines that the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender Lender, such Issuer, or any corporation controlling such Lender or Issuer is increased as a result of a Change (as hereinafter defined)Change, then, within 15 days of demand by such LenderLender or Issuer, the Borrower shall pay such Lender or Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith or Issuer reasonably determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans, its Letters of Credit or its obligation to make Loans or issue Letters of Credit or participate in Letters of Credit hereunder (after taking into account such Lender’s 's or Issuer's policies as to capital adequacyadequacy being applied with respect to customers similarly situated to Borrower with whom such Lender or Issuer has a contractual right to so charge such amounts). “"Change” " means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or Issuer or any lending office of such Lender Lending Installation or Issuing Office or any corporation controlling any LenderLender or Issuer. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “"Risk-Based Capital Guidelines” " means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement. The Borrower shall not be obligated to compensate any Lender or Issuer pursuant to this Section 3.2 for any amounts attributable to a period more than 90 days prior to the giving of notice by such Lender or Issuer to the Borrower of its intention to seek compensation under this Section 3.2.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change (as hereinafter defined), then, within 15 days of demand by such Lender, which shall include a description of the nature of the Change and the method used by such Lender to determine the amount of such increase, Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder or its obligation to make Loans hereunder (after taking into account such Lender’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines (as hereinafter defined) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Date.

Changes in Capital Adequacy Regulations. If a Lender, Swingline Lender in good faith or any LC Issuer determines the amount of capital or liquidity required or expected to be maintained by such Lender, Swingline Lender or such LC Issuer, any Lending Installation of such Lender, Swingline Lender or such LC Issuer, or any corporation controlling such Lender, Swingline Lender or such LC Issuer is increased as a result of a Change (as hereinafter defined)Change, then, within 15 fifteen (15) days of demand by such Lender, Swingline Lender or such LC Issuer, the Borrower shall pay such Lender, Swingline Lender or such LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender, Swingline Lender in good faith or such LC Issuer determines is attributable to this Agreement, its outstanding credit exposure hereunder Outstanding Credit Exposure or its obligation Commitment to make Loans and issue or participate in Swingline Loans and Facility LCs, as the case may be, hereunder (after taking into account such Lender’s, Swingline Lender’s or LC Issuer’s policies as to capital adequacy). “Change” means (i) any change after the Agreement Effective Closing Date in the Risk-Based Capital Guidelines Guidelines, or (ii) any adoption of or change in any other law, governmental or quasi-quasi governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Agreement Effective Closing Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender, Swingline Lender or any lending office of such Lender LC Issuer or any Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (Swingline Lender or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implementedLC Issuer. “Risk-Based Capital Guidelines” means (i) the risk-risk based capital guidelines in effect in the United States on the Agreement Effective Closing Date, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Closing Date.

Changes in Capital Adequacy Regulations. If a Lender in good faith or any LC Issuer determines the amount of capital or liquidity required or expected to be maintained by such Lender, such LC Issuer, any Lending Installation of such Lender or such LC Issuer, or any corporation controlling such Lender or such LC Issuer, is increased as a result of a Change (as hereinafter defined)Change, then, within 15 fifteen (15) days of demand by such Lender, or such LC Issuer, the Borrower Borrowers shall pay such Lender or such LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith or such LC Issuer determines is attributable to this Agreement, its outstanding credit exposure hereunder Outstanding Credit Exposure or its obligation Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s or such LC Issuer’s policies as to capital adequacy); provided, that the Borrowers shall not be required to pay to such Lender or LC Issuer such additional amounts under this Section for any amount incurred as a result of such Change more than 90 days prior to the date that such Lender or LC Issuer notifies the Company in writing of such Change and of such Lender’s or LC Issuer’s intention to claim compensation therefor; provided, further, that if such Change giving rise to such amounts is retroactive such 90-day period shall be extended to include the period of retroactive effect. “Change” means (i) any change after the Agreement Effective Closing Date in the Risk-Based Capital Guidelines or (ii) any adoption of of, change in, or change in the interpretation or administration of any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Agreement Effective Closing Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender LC Issuer or any Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (Lender or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implementedLC Issuer. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Closing Date, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Closing Date.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines (i) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change “Change” (as hereinafter defineddefined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Term Loan Commitment or Loans, or its obligation to make Loans hereunder, then, within 15 fifteen (15) days after receipt by the Borrower of written demand by such LenderLender pursuant to Section 4.5, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans, or its obligation to make Loans hereunder (after taking into account such Lender’s policies as to capital adequacy); provided, however, that the Borrower shall not be required to pay any additional amounts pursuant to this Section 4.2 incurred more than 90 days prior to the date of the relevant Lender’s demand therefor. “Change” means (i) any change after the date the relevant Lender became a party to this Agreement Effective Date in the “Risk-Based Capital Guidelines” (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to the date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date the relevant Lender became a party to this Agreement Effective Date and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate the relevant Lender became a party to this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate the relevant Lender became a party to this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines (i) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change "Change" (as hereinafter defineddefined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Advances or its Commitment to make Advance hereunder, then, within 15 fifteen (15) days after receipt by the Borrower of written demand by such LenderLender pursuant to Section 14(e), the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith reasonably determines is attributable to this Agreement, its outstanding credit exposure hereunder Advances or its obligation Commitment to make Loans Advances hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “Change” "CHANGE" means (i) any change after the date of this Agreement Effective Date in the "Risk-Based Capital Guidelines" (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to the date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx"RISK-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” BASED CAPITAL GUIDELINES" means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines (i) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change "Change" (as hereinafter defineddefined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Commitment, Loans, L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, then, within 15 fifteen (15) days after receipt by the Company or any other Borrower of written demand by such LenderLender pursuant to Section 4.5, the Borrower applicable Borrowers shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Commitment, its Loans, its L/C Interests, the Letters of Credit or its obligation to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement Effective Date in the "Risk-Based Capital Guidelines" (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to the Closing Date, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “"Risk-Based Capital Guidelines” " means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines that the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change (as hereinafter defineddefined below in this SECTION 3.2), then, within 15 days of demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith reasonably determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans, its L/C Interests, the Letters of Credit or its obligation to make Loans or participate in Letters of Credit hereunder (after taking into account such Lender’s 's or such controlling corporation's policies as to capital adequacy). “Change” "CHANGE" means (ia) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines (as defined below in this SECTION 3.2) or (iib) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx"RISK-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” BASED CAPITAL GUIDELINES" means (ia) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (iib) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement. Each Lender agrees promptly to notify the Borrower and the Administrative Agent of any circumstances that would cause the Borrower to pay additional amounts pursuant to this SECTION 3.2, PROVIDED that, except as set forth in SECTION 3.5(b), the failure to give such notice shall not affect the Borrower's obligation to pay such additional amounts hereunder.

Changes in Capital Adequacy Regulations. If a Lender in good faith or LC Issuer determines the amount of capital or liquidity required or expected to be maintained by such LenderLender or LC Issuer, any Lending Installation of such Lender or LC Issuer or any corporation controlling such Lender or LC Issuer is increased as a result of a Change (as hereinafter defineddefined below), then, within 15 fifteen (15) days of demand demand, accompanied by the written statement required by Section 3.6, by such LenderLender or LC Issuer, the Borrower shall pay such Lender or LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith or LC Issuer determines is attributable to this Agreement, its outstanding credit exposure hereunder or Outstanding Revolving Credit Exposure, its obligation Term Loans, its Term Loan Commitment to make Term Loans, its Revolving Loan Commitment to make Revolving Loans and issue or participate in Facility LCs, as applicable, hereunder (after taking into account such Lender’s 's or LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the Agreement Effective Closing Date in the Risk-Based Capital Guidelines or (ii) any adoption of of, or change in, or change in the interpretation or administration of any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Agreement Effective Closing Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or LC Issuer or any lending office of such Lender Lending Installation or any corporation controlling any LenderLender or LC Issuer. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “"Risk-Based Capital Guidelines” " means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Closing Date, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Closing Date.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change “Change” (as hereinafter defineddefined below), then, within 15 fifteen (15) days of demand demand, accompanied by the written statement required by Section 3.6, by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans or its obligation Commitment to make Loans Loans, as applicable, hereunder (after taking into account such Lender’s policies as to capital adequacy); provided that no such amount shall be payable with respect to any period commencing more than thirty (30) days before the date such Lender first notifies the Borrower of its intention to demand compensation under this Section 3.2. “Change” means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines or (ii) any after the date of this Agreement, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any other such law, governmental rule or quasi-governmental rule, regulation, policyor any change in the interpretation or administration thereof by any governmental authority, guideline, interpretationcentral bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency given or made after the Agreement Effective Date which affects the amount date of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implementedthis Agreement. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith or the L/C Issuer determines that the amount of capital or liquidity required or expected to be maintained by such LenderLender or the L/C Issuer, any Lending Installation of such Lender or any corporation controlling such Lender or the L/C Issuer is increased as a result of a Change (as hereinafter defineddefined below in this SECTION 3.2), then, within 15 days of demand by such LenderLender or the L/C Issuer, the Borrower shall pay such Lender or the L/C Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith or the L/C Issuer determines is attributable to this Agreement, its outstanding credit exposure hereunder Facility A Revolving Loans, Facility B Revolving Loans, Swing Line Loans, Swing Line Interests, L/C Interests, the Letters of Credit, the L/C Obligations or its obligation to make Facility A Revolving Loans, Facility B Revolving Loans (or in the case of the Swing Line Lender, its obligations to make Swing Line Loans, or in the case of the L/C Issuer, its commitment to issue Letters of Credit) or participate in Swing Line Loans or Letters of Credit hereunder or to issue Letters of Credit (after taking into account such Lender’s 's or the L/C Issuer's or such controlling corporation's policies as to capital adequacy). “Change” "CHANGE" means (ia) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines (as defined below in this SECTION 3.2) or (iib) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, interpretation or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or the L/C Issuer or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) Lender or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implementedL/C Issuer. “Risk"RISK-Based Capital Guidelines” BASED CAPITAL GUIDELINES" means (ia) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (iib) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender (each reference in good faith this SECTION 3.2 to a Lender being in its capacity either as a Lender or an Issuing Lender, or both) determines (i) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change "Change" (as hereinafter defineddefined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Loans, L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, then, within 15 days after receipt by the Borrower of written demand by such LenderLender pursuant to SECTION 3.5, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans, its L/C Interests, the Letters of Credit or its obligation to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “Change” "CHANGE" means (i) any change after the date of this Agreement Effective Date in the "Risk-Based Capital Guidelines" (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk Based Capital Guidelines or any other capital requirements passed prior to the date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx"RISK-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” BASED CAPITAL GUIDELINES" means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith or any LC Issuer determines the amount of capital or liquidity required or expected to be maintained by such Lender, such LC Issuer, any Lending Installation of such Lender or such LC Issuer, or any corporation controlling such Lender or such LC Issuer, is increased as a result of a Change (as hereinafter defined)Change, then, within 15 fifteen (15) days of demand by such Lender, or such LC Issuer, the Borrower Borrowers shall pay such Lender or such LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith or such LC Issuer determines is attributable to this Agreement, its outstanding credit exposure hereunder Outstanding Credit Exposure or its obligation Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s 's or such LC Issuer's policies as to capital adequacy); provided, that the Borrowers shall not be required to pay to such Lender or LC Issuer such additional amounts under this Section for any amount incurred as a result of such Change more than 90 days prior to the date that such Lender or LC Issuer notifies the Company in writing of such Change and of such Lender's or LC Issuer's intention to claim compensation therefor; provided, further, that if such Change giving rise to such amounts is retroactive such 90-day period shall be extended to include the period of retroactive effect. “Change” "CHANGE" means (i) any change after the Agreement Effective Date in the Risk-Based Capital Guidelines or (ii) any adoption of of, change in, or change in the interpretation or administration of any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender LC Issuer or any Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (Lender or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implementedLC Issuer. “Risk"RISK-Based Capital Guidelines” BASED CAPITAL GUIDELINES" means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Date, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Date.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change (as hereinafter defined)Change, then, within 15 30 days of demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans or its obligation to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy); provided that the Borrower shall not be obligated to pay any such amount or amounts (i) unless such Lender shall have first notified the Borrower in writing that it intends to seek compensation pursuant to this Section and (ii) which are attributable to any period of time occurring more than 45 days prior to the date of receipt by the Borrower of the notice provided for in the preceding clause (i). “"Change” " means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “"Risk-Based Capital Guidelines” " means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith or LC Issuer determines the amount of capital or liquidity required or expected to be maintained by such LenderLender or LC Issuer, any Lending Installation of such Lender or LC Issuer, or any corporation controlling such Lender or LC Issuer is increased as a result of a Change (as hereinafter defined)Change, then, within 15 days of demand demand, accompanied by the written statement required by Section 3.6, by such LenderLender or LC Issuer, the Borrower shall pay such Lender or LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith or LC Issuer determines is attributable to this Agreement, its outstanding credit exposure hereunder Outstanding Credit Exposure or its obligation Revolving Loan Commitment to make Revolving Loans and issue or participate in Facility LCs, as applicable, hereunder (after taking into account such Lender’s or LC Issuer’s policies as to capital adequacy). “Change” means (i) any change after the Agreement Effective Closing Date in the Risk-Based Capital Guidelines or (ii) any adoption of of, or change in, or change in the interpretation or administration of any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Agreement Effective Closing Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or LC Issuer or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines Lender or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implementedLC Issuer. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Closing Date, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the July 1988 report of the Basel Committee on Banking Supervision (or any successor or similar authority) or Regulation and Supervisory Practices entitled “International Convergence of Capital Measurements and Capital Standards,” and/or the United States or foreign regulatory authoritiesJune 2004 report of the Basel Committee on Banking Regulation and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards, a Revised Framework”, as the case may be, and including, in each case pursuant to Basel IIIcase, including transition rules, and any amendments to such guidelines, rules and regulations or laws incorporating such regulations in either case that are adopted prior to the Agreement Effective Closing Date.

Changes in Capital Adequacy Regulations. If a Lender, Swing Loan Lender in good faith or LC Issuer determines the amount of capital or liquidity required or expected to be maintained by such Lender, Swing Loan Lender or LC Issuer, any Lending Installation of such Lender, Swing Loan Lender or LC Issuer or any corporation controlling such Lender, Swing Loan Lender or LC Issuer is increased as a result of a Change (as hereinafter defined)Change, then, within 15 days of demand by such Lender, Swing Loan Lender or LC Issuer (a copy of which demand shall be sent to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, Swing Loan Lender or LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender, Swing Loan Lender in good faith or LC Issuer reasonably determines is attributable to this Agreement, its outstanding credit exposure hereunder Outstanding Credit Exposure or its obligation to make Loans hereunder Revolving Loan Commitment (after taking into account such Lender’s 's, Swing Loan Lender's or LC Issuer's policies as to capital adequacy). “Change” "CHANGE" means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, law or governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law, provided compliance therewith is customary practice if not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender, Swing Loan Lender or LC Issuer or any lending office of such Lender Lending Installation or any corporation controlling any Lender, Swing Loan Lender or LC Issuer. Notwithstanding anything herein to the contrary, (i) the Xxxx"RISK-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” BASED CAPITAL GUIDELINES" means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement. Each Lender agrees promptly to notify Borrower and the Administrative Agent of any circumstances that would cause Borrower to pay additional amounts pursuant to this SECTION 3.2, PROVIDED that the failure to give such notice shall not affect Borrower's obligation to pay such additional amounts hereunder.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines (i) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change "Change" (as hereinafter defineddefined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Loans, L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, then, within 15 days after receipt by the Borrower of written demand by such LenderLender pursuant to Section 4.5, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans, its L/C Interests, the Letters of Credit or its obligation to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement Effective Date in the "Risk- Based Capital Guidelines" (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to the date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-quasi- governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “"Risk-Based Capital Guidelines” " means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change (as hereinafter defined)Change, then, within 15 days of demand by such Lender, the Borrower shall Borrowers shall, jointly and severally, pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans or its obligation Commitment to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy); PROVIDED, that if any Lender fails to notify the Borrowers within 180 days after it obtains actual knowledge of any event giving rise to the payment of additional amounts under this SECTION 3.2, then such Lender shall only be entitled to payment for additional amounts incurred from and after the date which is 180 days prior to the date that such Lender gives such notice. “Change” "CHANGE" means (ia) any change after the Agreement Effective Initial Closing Date in the Risk-Based Capital Guidelines or (iib) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx"RISK-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” BASED CAPITAL GUIDELINES" means (ix) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (iiy) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender Lender, the LC Issuer or any corporation controlling such Lender or LC Issuer is increased as a result of a Change (as hereinafter defined)Change, then, within 15 days of written demand by the Agent on behalf of such LenderLender or LC Issuer, the Borrower Company shall pay such Lender or the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith or the LC Issuer reasonably determines is attributable to this Agreement, its outstanding credit exposure hereunder Outstanding Credit Exposure or its obligation to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s or the LC Issuer’s policies as to capital adequacy). “Change” means (ia) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines or (iib) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or the LC Issuer or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to Lender or the contraryLC Issuer; provided, (i) however, for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requestsguidelines, rules, guidelines regulations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be connection therewith are deemed to be a “Change”, regardless of have gone into effect and adopted after the date adopted, issued, promulgated or implementedof this Agreement. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith --------------------------------------- determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation Booking Office of such Lender or any corporation controlling such Lender is increased as a result of a Change (as hereinafter defined)Change, then, within 15 days of demand by ---- such Lender, the Borrower Company shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this the Credit Agreement, its outstanding credit exposure hereunder Loans, any Letters of Credit issued or participated in by it or its obligation hereunder to make any Loans hereunder or issue or make advances pursuant to any Letter of Credit (after taking into account such Lender’s 's policies as to capital adequacy), provided, however, that the Company shall not be required to -------- pay such costs with respect to any such Change occurring more than ninety days preceding the foregoing demand from such Lender. “"Change” " means (i) any change ------ after the Agreement Effective Closing Date in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or Governmental of quasi-governmental rule, regulation, policy, guideline, interpretation, or directive Governmental Rule (whether or not having the force of law) ), after the Agreement Effective Closing Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Booking Office or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “"Risk-Based Capital ------------------ Guidelines” " means (ia) the risk-risk- based capital guidelines in effect in the United ---------- States on the Agreement Effective Closing Date, including transition rules, and (iib) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Base Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of the Credit Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith or any LC Issuer determines the amount of capital or liquidity required or expected to be maintained by such LenderLender or such LC Issuer, any Lending Installation of such Lender or such LC Issuer or any corporation controlling such Lender or such LC Issuer is increased as a result of a Change (as hereinafter defined)in Capital Adequacy Regulations, then, within 15 days of demand demand, accompanied by the written statement required by Section 3.6, by such LenderLender or such LC Issuer, the Borrower shall pay such Lender or such LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith or such LC Issuer determines is attributable to this Agreement, its outstanding credit exposure hereunder Term Loans, its Outstanding Revolving Credit Exposure, its Revolving Loan Commitment or its obligation commitment to make Loans issue Facility LCs, as applicable, hereunder (after taking into account such Lender’s or such LC Issuer’s policies as to capital adequacy). “ChangeChange in Capital Adequacy Regulations” means (ia) any change after the Agreement Effective Closing Date in the Risk-Based Capital Guidelines or (iib) any adoption of of, or change in, or change in the interpretation or administration of any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Agreement Effective Closing Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender LC Issuer or any Lending Installation or any corporation controlling any LenderLender or any LC Issuer. Notwithstanding anything herein “Risk-Based Capital Guidelines” means (a) the risk-based capital guidelines in effect in the United States on the Closing Date, including transition rules, (b) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basel Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder Closing Date and (iic) all requests, rules, guidelines regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authoritiesauthorities (whether or not having the force of Law), in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Date, including transition rules, and (ii) the corresponding capital regulations promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Date.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines that the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change (as hereinafter defineddefined below in this SECTION 3.2), then, within 15 days of demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith reasonably determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans or its obligation to make Loans hereunder (after taking into account such Lender’s 's or such controlling corporation's policies as to capital adequacy). “Change” "CHANGE" means (ia) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines (as defined below in this SECTION 3.2) or (iib) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx"RISK-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” BASED CAPITAL GUIDELINES" means (ia) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (iib) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement. Each Lender agrees promptly to notify the Borrower and the Administrative Agent of any circumstances that would cause the Borrower to pay additional amounts pursuant to this SECTION 3.2, PROVIDED that, except as set forth in SECTION 3.5(b), the failure to give such notice shall not affect the Borrower's obligation to pay such additional amounts hereunder.

Changes in Capital Adequacy Regulations. If a Lender in good faith or the LC Issuer determines the amount of capital or liquidity required or expected to be maintained by such LenderLender or the LC Issuer, any Lending Installation of such Lender or the LC Issuer, or any corporation controlling such Lender or the LC Issuer is increased as a result of a Change (as hereinafter defined)Change, then, within 15 days of demand by such LenderLender or the LC Issuer, the Borrower shall pay such Lender or the LC Issuer the amount necessary to compensate for any shortfall shortfall, accrued through the date of the demand, in the rate of return on the portion of such increased capital which such Lender in good faith or the LC Issuer determines is attributable to this Agreement, its Outstanding Tranche A Credit Exposure, its outstanding credit exposure hereunder Tranche B Loans, or its obligation Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s 's or the LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or the LC Issuer or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) Lender or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implementedLC Issuer. “"Risk-Based Capital Guidelines” " means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change (as hereinafter defined), then, within 15 days of demand by such Lender, which shall include a description of the nature of the Change and the method used by such Lender to determine the amount of such increase, Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder or its obligation to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement Effective Date in the Risk-Based Risk‑Based Capital Guidelines (as hereinafter defined) or (ii) any adoption of or change in any other law, governmental or quasi-governmental quasi‑governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Risk‑Based Capital Guidelines” means (i) the risk-based risk‑based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Date.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change (as hereinafter defined)Change, then, within 15 fifteen days of demand by such Lender, the each Borrower shall jointly and severally agrees to pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender determines (in good faith determines its commercially reasonable discretion) is attributable to this AgreementAgreement and any facility hereunder; provided, its outstanding credit exposure hereunder or its obligation however, that the Lender shall not demand a payment under this Section 3.6 relating to make Loans hereunder (after taking into account such Lender’s policies as any time period prior to capital adequacy)90 days before the date on which a demand is made for payment pursuant to this Section. “Change” means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States U.S. on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, U.S. implementing the July 1988 report of the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Date.date of this Agreement. If the Lender requests compensation under this Section 3.6 or requires any Borrower to pay any additional amount to the Bank pursuant to this Section, then, upon the written request of such Borrower, the Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the commercially reasonable judgment of the Lender, such designation or assignment (A) would eliminate or materially reduce amounts payable pursuant to this Section in the future and (B) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to the Lender (as determined in its commercially reasonable discretion). Without limitation of the provisions of Section 11.2, the Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by the Lender in connection with any such designation or assignment. LOANAND SECURITY AGREEMENT - PAGE 19

Changes in Capital Adequacy Regulations. If a Lender in good faith determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation corporate entity controlling such Lender is increased as a result of a Change (as hereinafter defineddefined below), then, within 15 fifteen (15) days of demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Borrowings, its interest in the Facility Letters of Credit, or its obligation to make Loans Borrowings hereunder or participate in or issue Facility Letters of Credit hereunder (after taking into account such Lender’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel IIIRegulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards”, including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement. Without in any way affecting the Borrower’s obligation to pay compensation actually claimed by a Lender under this Section 4.2, the Borrower shall have the right to replace any Lender which has demanded such compensation provided that Borrower notifies such Lender that it has elected to replace such Lender and notifies such Lender and the Administrative Agent of the identity of the proposed replacement Lender not more than six (6) months after the date of such Lender’s most recent demand for compensation under this Section 4.2, and further provided that such replacement is otherwise in accordance with Section 4.7. The Lender being replaced shall assign its Commitment and its rights and obligations under this Facility to the replacement Lender in accordance with the requirements of Section 13.3 hereof and the replacement Lender shall assume such Domestic Percentage of the Aggregate Commitment and the related obligations under this Facility prior to the Maturity Date to be extended, all pursuant to an assignment agreement substantially in the form of Exhibit I hereto. The purchase by the replacement Lender shall be at par (plus all accrued and unpaid interest and any other sums owed to such Lender being replaced hereunder) which shall be paid to the Lender being replaced upon the execution and delivery of the assignment. The Lender being replaced shall continue to be entitled to the benefits of Sections 4.1, 4.2, 4.4, 4.5 and 14.6 for events recurring prior to assignment to the replacement Lender.

Changes in Capital Adequacy Regulations. If a Lender in good faith reasonably determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation or other entity controlling such Lender is increased as a result of a Change (as hereinafter defined)change in Legal Requirements, including, without limitation, any Risk-Based Capital Guidelines, then, within 15 thirty (30) days of after demand by such LenderLender pursuant to this Section 2.5(f), the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder loans hereunder, or its obligation to make Loans the Loan hereunder (after taking into account such LenderXxxxxx’s policies as to capital adequacy). Any such determination by Agent shall be made as to Borrower on a non-discriminatory basis along with other similarly situated borrowers under mortgage loans similar to the Loan. Notwithstanding the foregoing, for purposes of this Agreement, all requests, rules, guidelines or directives in connection with Xxxx-Xxxxx shall be deemed to be a Change regardless of the date enacted, adopted or issued and all requests, rules, guidelines or directives promulgated by the Lender for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the U.S. or other financial regulatory authorities shall be deemed to be a Change regardless of the date adopted, issued, promulgated or implemented. “Change” means (i) any change which takes effect after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, interpretation or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof which takes effect after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein Any such change the application of which is phased in over time shall be deemed, as to the contraryapplication(s) which take effect after the date hereof, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. .” “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States U.S. on the Agreement Effective Datedate of this Agreement, including including, without limitation, transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International SettlementsU.S., the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authoritiesincluding, in each case pursuant to Basel IIIwithout limitation, including transition rules, and any amendments to amendments, modifications and/or replacements of, and/or supplements to, such guidelines, rules and regulations adopted and which take effect prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines (i) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change "Change" (as hereinafter defineddefined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Revolving Loans, L/C Interests, the Letters of Credit or its obligation to make Revolving Loans hereunder, then, within 15 days after receipt by the Borrowers of written demand by such LenderLender pursuant to Section 4.5, the Borrower Borrowers shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Revolving Loans, its L/C Interests, the Letters of Credit or its obligation to make Revolving Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “Change” "CHANGE" means (i) any change after the date of this Agreement Effective Date in the "Risk-Based Capital Guidelines" (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to the date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx"RISK-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” BASED CAPITAL GUIDELINES" means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a any Lender, LC Issuer, or Acceptance Lender in good faith determines the amount of capital or liquidity required or expected to be maintained by such Lender, LC Issuer, Acceptance Lender, or any Lending Installation of such Lender Lender, LC Issuer, or Acceptance Lender, or any corporation controlling such Lender, LC Issuer, or Acceptance Lender is increased as a result of a Change (as hereinafter defineddefined below), then, within 15 fifteen days of demand by such Lender, LC Issuer, or Acceptance Lender, the Borrower Borrowers shall pay such Lender, LC Issuer, or Acceptance Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender, LC Issuer, or Acceptance Lender in good faith reasonably determines is attributable to this Agreement, its outstanding credit exposure hereunder Outstanding Credit Exposure, or its obligation commitment to make Loans Loans, issue or participate in Facility LCs, and accept or participate in Acceptances, as the case may be, hereunder (after taking into account such Lender’s 's, LC Issuer's, or Acceptance Lender's policies as to capital adequacy). “As used in this Section, "Change” " means (ia) any change after the Agreement Effective Closing Date in the Risk-Based Capital Guidelines (as defined below) or (iib) any adoption of or change after the Closing Date 0in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender Lender, LC Issuer, Acceptance Lender, Lending Installation of any Lender, LC Issuer, or any lending office of such Lender Acceptance Lender, or any corporation controlling any Lender, LC Issuer, or Acceptance Lender. Notwithstanding anything herein to the contraryAs used in this Section, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “"Risk-Based Capital Guidelines” " means (iy) the risk-based capital guidelines in effect in the United States U.S. on the Agreement Effective Closing Date, including transition rules, and (iiz) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, U.S. implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Closing Date.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines (i) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change “Change” (as hereinafter defineddefined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Loans or its obligation to make Loans hereunder, then, within 15 days after receipt by the relevant Borrower of written demand by such LenderLender pursuant to Section 3.6, the such Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans or its obligation to make Loans hereunder (after taking into account such Lender’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement Effective Date in the “Risk-Based Capital Guidelines” (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements, in each case passed prior to the date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States or Canada (if applicable) implementing the July 1988 report of the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Entitled “International Convergence of Capital Measurement and Capital Standards,” including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the date of this Agreement Effective Dateand including, for the avoidance of doubt, the recommendations set out in the report entitled ‘Basel II: International Convergence of Capital Measurement and Capital Standards: A Revised Framework’, which was published by the Basel Committee on Banking Supervision on June 26, 2004 and the European Commission proposal (COM (2004) 486) of July 14, 2004. Notwithstanding any other provision of this Section 3.2, the U.K. Borrower shall not be obliged to make any increased payment pursuant to this Section 3.2 to the extent that the relevant cost, increased cost, reduction or liability is compensated for by any payment calculated in accordance with the Mandatory Cost or represents Excluded Taxes.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines (i) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change "Change" (as hereinafter defineddefined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Loans, L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, then, within 15 days after receipt by the Borrower of written demand by such LenderLender pursuant to SECTION 4.5, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans, its L/C Interests, the Letters of Credit or its obligation to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “Change” "CHANGE" means (i) any change after the Original Closing Date of this Agreement Effective Date in the "Risk-Based Capital Guidelines" (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to the Original Closing Date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Agreement Effective Original Closing Date and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx"RISK-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” BASED CAPITAL GUIDELINES" means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Original Closing Date, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Original Closing Date.

Changes in Capital Adequacy Regulations. If a Lender in good faith or any LC Issuer determines the amount of capital or liquidity required or expected to be maintained by such LenderLender or such LC Issuer, any Lending Installation of such Lender or such LC Issuer or any corporation controlling such Lender or such LC Issuer is increased as a result of a Change (as hereinafter defined)Change, then, within 15 days of demand demand, accompanied by the written statement required by Section 3.6, by such LenderLender or such LC Issuer, the Borrower Borrowers shall pay such Lender or such LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith or such LC Issuer determines is attributable to this Agreement, its outstanding credit exposure hereunder Outstanding Revolving Credit Exposure, its Term Loans or its obligation Revolving Loan Commitment or its commitment to make Loans issue Facility LCs, as applicable, hereunder (after taking into account such Lender’s 's or such LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the Agreement Effective Closing Date in the Risk-Based Capital Guidelines or (ii) any adoption of of, or change in, or change in the interpretation or administration of any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Agreement Effective Closing Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender LC Issuer or any Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (Lender or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implementedLC Issuer. “"Risk-Based Capital Guidelines” " means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Closing Date, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Closing Date.

Changes in Capital Adequacy Regulations. If a Lender in good faith Lender, Swing --------------------------------------- Line Lender, or LC Issuer determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Swing Line Lender, or LC Issuer, or its applicable Lending Installation of such Lender Installation, or any corporation controlling such Lender Lender, Swing Line Lender, or LC Issuer, is increased as a result of a Change (as hereinafter defined)Change, then, within 15 days of demand by such Lender, Swing Line Lender, or LC Issuer, the Borrower shall pay such Lender Lender, Swing Line Lender, or LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith Lender, Swing Line Lender, or LC Issuer determines is attributable to this Agreement, its outstanding credit exposure hereunder Outstanding Credit Exposure or its obligation Commitment to make Loans and issue or participate in Facility LCs or Swing Line Loans, as the case may be, hereunder (after taking into account such Lender’s 's, Swing Line Lender's, or LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines Guidelines, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender Lender, Swing Line Lender, or any lending office of such Lender LC Issuer or its applicable Lending Installation or any corporation controlling any Lender, Swing Line Lender, or LC Issuer. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “"Risk-Based Capital Guidelines” " means (i) the risk-risk- based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. (a) If a Lender in good faith or the Issuer determines the amount of capital or liquidity required or expected to be maintained by such LenderLender or the Issuer, any Lending Installation of such Lender or the Issuer, or any corporation controlling such Lender or the Issuer is increased as a result of a Change (as hereinafter defined)Change, then, within 15 3 days of demand by such LenderLender or the Issuer, the Borrower shall pay such Lender or the Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith or the Issuer determines is attributable to this Agreement, its outstanding credit exposure hereunder Outstanding Credit Exposure or its obligation Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s 's or the Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or the Issuer or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) Lender or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implementedIssuer. “"Risk-Based Capital Guidelines” " means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement. A Lender claiming compensation under this section shall notify the Borrower in writing of such claim, and shall only be entitled to compensation under this Section 3.2 for increased costs as a result of a Change occurring (i) from and after the date of such notice until the events giving rise to such claim have ceased to exist, and (ii) during the one hundred twenty (120) day period preceding the date the Borrower receives notice from Agent or such Lender setting forth the described claim for compensation resulting from such Change.

Changes in Capital Adequacy Regulations. If a Lender or the Issuing Bank in good faith determines the amount of capital or liquidity required or expected to be maintained by such LenderLender or the Issuing Bank, any Lending Installation of such Lender or the Issuing Bank or any corporation controlling such Lender or the Issuing Bank is increased as a result of a Change (as hereinafter defined), then, within 15 30 days of demand by such LenderLender or the Issuing Bank, the Borrower shall pay such Lender or the Issuing Bank the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender or the Issuing Bank in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Outstanding Credit Exposure or its obligation to make Loans and issue or participate in Facility Letters of Credit, as the case may be, hereunder (after taking into account such Lender’s 's or the Issuing Bank's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines (as hereinafter defined) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or the Issuing Bank or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) Lender or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implementedIssuing Bank. “"Risk-Based Capital Guidelines” " means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change (as hereinafter defined)Change, then, within 15 thirty (30) days of demand demand, accompanied by the written statement required by Section 4.6, by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding extensions of credit exposure hereunder or its obligation commitment to make Loans extent credit hereunder (after taking into account such Lender’s policies as to capital adequacy); provided, that the Borrower shall not be required to pay to such Lender such additional amounts under this Section for any amount incurred as a result of such Change more than one hundred eighty (180) days prior to the date that such Lender notifies the Borrower in writing of such Change and of such Lender’s intention to claim compensation therefor; provided, further, that if such Change giving rise to such amounts is retroactive such 180-day period shall be extended to include the period of retroactive effect. “Change” means (i) any change after the Agreement Effective Closing Date in the Risk-Based Capital Guidelines or (ii) any adoption of of, or change in, or change in the interpretation or administration of any other law, governmental Requirement of Law (excluding Certificates of Incorporation and By-Laws or quasi-governmental rule, regulation, policy, guideline, interpretation, other organizational or directive governing documents) (whether or not having the force of law) after the Agreement Effective Closing Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Closing Date, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such guidelines, rules and regulations adopted (and adopted by or applicable to such Lender) prior to the Agreement Effective Closing Date or implementing the November 2005 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards - A Revised Framework,” including transition rules, and any amendments to such regulations adopted (and adopted by or applicable to such Lender) prior to the Closing Date.

Changes in Capital Adequacy Regulations. If a Lender in good faith or LC Issuer determines that the amount of capital or liquidity required or expected to be maintained by such LenderLender or LC Issuer, any the Lending Installation of such Lender or LC Issuer or any corporation controlling such Lender or LC Issuer is increased as a result of a Change (as hereinafter defined)Change, then, within 15 days of demand by such LenderLender or LC Issuer, the Borrower shall pay such Lender or LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith or LC Issuer reasonably determines is attributable to this Agreement, its outstanding credit exposure hereunder Outstanding Credit Exposure or its obligation Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s or LC Issuer’s policies as to capital adequacy). The Administrative Agent agrees to notify the Borrower of any Change within 60 days after the Administrative Agent becomes aware of such Change. “Change” means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, interpretation or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender Lender, LC Issuer or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines Lender or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implementedLC Issuer. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, including Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,”including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Date.

Changes in Capital Adequacy Regulations. If a Lender in good faith or the LC Issuer determines the amount of capital or liquidity required or expected to be maintained by such LenderLender or the LC Issuer, any Lending Installation of such Lender or the LC Issuer, or any corporation controlling such Lender or the LC Issuer is increased as a result of a Change (as hereinafter defineddefined below), then, within 15 days of demand by such LenderLender or the LC Issuer, the Borrower shall pay such Lender or the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith or the LC Issuer determines is attributable to this Agreement, its outstanding credit exposure hereunder Outstanding Revolving Credit Exposure, its Term Loans or Revolving Loan Commitment or Term Loan Commitment or its obligation commitment to make Loans issue Facility LCs as the case may be, hereunder (after taking into account such Lender’s or the LC Issuer’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or the LC Issuer or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) Lender or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implementedLC Issuer. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines (i) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change "Change" (as hereinafter defineddefined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Loans, L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, then, within 15 days after receipt by the Borrower of written demand by such LenderLender pursuant to SECTION 4.5, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans, its L/C Interests, the Letters of Credit or its obligation to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “Change” "CHANGE" means (i) any change after the date of this Agreement Effective Date in the "Risk-Based Capital Guidelines" (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to the date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx"RISK-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” BASED CAPITAL GUIDELINES" means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Date397909 Execution Copy 41 date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith or the LC Issuer --------------------------------------- determines the amount of capital or liquidity required or expected to be maintained by such LenderLender or the LC Issuer, any Lending Installation of such Lender or the LC Issuer, or any corporation controlling such Lender or the LC Issuer is increased as a result of a Change (as hereinafter defined)Change, then, within 15 days of written demand by such Lender or the LC Issuer, showing in reasonable detail the computations supporting such Lender's or the LC Issuer's, as the case may be, claims of increased capital requirements as applied to the credit accommodations provided under this Agreement, the Borrower shall pay such Lender or the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith or the LC Issuer determines is attributable to this Agreement, its outstanding credit exposure hereunder Outstanding Revolving Credit Exposure or its obligation Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s 's or the LC Issuer's policies as to capital adequacy), provided that the Borrower shall not be obligated to pay any such amount or amounts which are attributable to any period of time occurring more than one year prior to the date of receipt by the Borrower of such written demand except to the extent such increased cost or reduction in amount received is the result of any of the matters referred to above having retroactive effect. “"Change” " means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or the LC Issuer or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) Lender or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implementedLC Issuer. “"Risk-Based Capital Guidelines” " means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. (a) If a Lender in good faith or an Issuer determines the amount of capital or liquidity required or expected to be maintained by such LenderLender or such Issuer, any Lending Installation of such Lender or such Issuer, or any corporation controlling such Lender or such Issuer is increased as a result of a Change (as hereinafter defined)Change, then, within 15 30 days of demand by such LenderLender or such Issuer, the Borrower shall pay such Lender or such Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith or such Issuer determines is attributable to this Agreement, its outstanding credit exposure hereunder Outstanding Credit Exposure or its obligation Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s or such Issuer’s policies as to capital adequacy). “Change” means (i) any change after the Agreement Effective Date in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Issuer or any Lending Installation or any corporation controlling any Lender. Notwithstanding Lender or any Issuer; provided however, that notwithstanding anything herein to the contrary, (ix) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines guidelines, requirements and directives promulgated thereunder thereunder, issued in connection therewith or in implementation thereof, and (iiy) all requests, rules, guidelines or guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change”, ” regardless of the date enacted, adopted, issued, promulgated issued or implemented. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines of any court, central bank, regulator or other governmental authority that are in effect in the United States on the Agreement Effective Date, including transition rules, and (ii) the corresponding capital regulations promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or regulatory authorities outside the United States or foreign regulatory authorities, States. A Lender claiming compensation under this section shall notify the Borrower in each case pursuant to Basel III, including transition ruleswriting of such claim, and any amendments shall only be entitled to compensation under this Section 3.2 for increased costs as a result of a Change occurring (A) from and after the date of such notice until the events giving rise to such guidelinesclaim have ceased to exist, rules and regulations adopted prior to (B) during the Agreement Effective Dateone hundred twenty (120) day period preceding the date the Borrower receives notice from Agent or such Lender setting forth the described claim for compensation resulting from such Change.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines (i) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change "Change" (as hereinafter defineddefined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Loans, L/C Interests, the Letters of Credit or its Revolving Loan Commitment hereunder, then, within 15 fifteen (15) days after receipt by the Borrower of written demand by such LenderLender pursuant to SECTION 3.5, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans, its L/C Interests, the Letters of Credit or its obligation to make Loans hereunder Revolving Loan Commitment (after taking into account such Lender’s 's policies as to capital adequacy); PROVIDED that the Borrower shall not be obligated to pay any such shortfall unless such Lender is also generally asserting its rights to such shortfalls against other similarly situated borrowers. “Change” "CHANGE" means (i) any change after the date of this Agreement Effective Date in the "Risk-Based Capital Guidelines" (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk Based-Capital Guidelines or any other capital requirements passed prior to the date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-quasi- governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx"RISK-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” BASED CAPITAL GUIDELINES" means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender (each ------------------------------------------- reference in good faith this Section 3.2 to a Lender being in its capacity as a Lender or ----------- an Issuing Lender, or all of the foregoing) determines (i) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change "Change" (as hereinafter defineddefined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Loans, L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, then, within 15 days after receipt by the Company of written demand by such LenderLender pursuant to Section 3.5, the Borrower Company shall pay ----------- or cause the appropriate Subsidiary to pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans, its L/C Interests, the Letters of Credit or its obligation to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement Effective Date in the "Risk-Based Capital Guidelines" (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to the date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “"Risk-Based Capital Guidelines” " means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith or the LC Issuer determines the amount of capital or liquidity required or expected to be maintained by such Lender, or the LC Issuer, any Lending Installation of such Lender or the LC Issuer or any corporation controlling such Lender or LC Issuer is increased as a result of a Change (as hereinafter defined)Change, then, within 15 30 days of demand by such LenderLender or the LC Issuer, the Borrower shall pay such Lender or the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith or the LC Issuer determines is attributable to this Agreement, its outstanding credit exposure hereunder Outstanding Credit Exposure or its obligation Commitment to make Loans and issue or participate in Facility LCs or Swing Line Loans, as the case may be, hereunder (after taking into account such Lender’s 's or the LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or the LC Issuer or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) Lender or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implementedLC Issuer. “"Risk-Based Capital Guidelines” " means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender or the Issuing Bank in good faith determines the amount of capital or liquidity required or expected to be maintained by such LenderLender or the Issuing Bank, any Lending Installation of such Lender or the Issuing Bank or any corporation controlling such Lender or the Issuing Bank is increased as a result of a Change (as hereinafter defined), then, within 15 30 days of demand by such LenderLender or the Issuing Bank, the Borrower shall pay such Lender or the Issuing Bank the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender or the Issuing Bank in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Outstanding Credit Exposure or its obligation to make Loans and issue or participate in Facility Letters of Credit, as the case may be, hereunder (after taking into account such Lender’s or the Issuing Bank’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines (as hereinafter defined) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or the Issuing Bank or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) Lender or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implementedIssuing Bank. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change (as hereinafter defined), then, within 15 days of demand by such Lender, which shall include a description of the nature of the Change and the method used by such Lender to determine the amount of such increase, Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder or its obligation to make Loans hereunder (after taking into account such Lender’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement Effective Date in the Risk-Based Risk‑Based Capital Guidelines (as hereinafter defined) or (ii) any adoption of or change in any other law, governmental or quasi-governmental quasi‑governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Risk‑Based Capital Guidelines” means (i) the risk-based risk‑based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Date.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines (i) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation Entity controlling such Lender is increased as a result of a Change "CHANGE" (as hereinafter defineddefined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Loans, L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, then, within 15 fifteen (15) days after receipt by Borrower of written demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans, its L/C Interests, the Letters of Credit or its obligation to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “Change” "CHANGE" means (i) any change after the Agreement Effective Date September 30, 2000 in the "RISK-BASED CAPITAL GUIDELINES" (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to September 30, 2000, or (ii) ), any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after September 30, 2000 and having general applicability to all banks and financial institutions within the Agreement Effective Date jurisdiction in which such Lender operates which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender or any corporation Entity controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx"RISK-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” BASED CAPITAL GUIDELINES" means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective DateSeptember 30, 2000, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective DateSeptember 30, 2000.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change (as hereinafter defined), then, within 15 fifteen (15) days of demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender Lender, acting in good faith and not on an arbitrary or capricious basis, using any reasonable method, determines is attributable to this Agreement, its outstanding credit exposure hereunder or its obligation to make Loans hereunder (after taking into account such Lender’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines (as hereinafter defined) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Date.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines that the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender Lender, or any corporation controlling such Lender is increased as a result of a Change (as hereinafter defined)Change, then, within 15 days of demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith reasonably determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans, or its obligation to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacyadequacy being applied with respect to customers similarly situated to Borrower with whom such Lender has a contractual right to so charge such amounts). “"Change” " means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “"Risk-Based Capital Guidelines” " means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report -20- of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement. The Borrower shall not be obligated to compensate any Lender pursuant to this Section 3.2 for any amounts attributable to a period more than 120 days prior to the giving of notice by such Lender to the Borrower of its intention to seek compensation under this Section 3.2 or its request therefor.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines (i) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change "Change" (as hereinafter defineddefined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Loans, L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, then, within 15 days after receipt by the Borrower of written demand by such LenderLender pursuant to Section 4.5, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans, its L/C Interests, the Letters of Credit or its obligation to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “Change” "CHANGE" means (i) any change after the date of this Agreement Effective Date in the "Risk-Based Capital Guidelines" (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to the date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx"RISK-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” BASED CAPITAL GUIDELINES" means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith or the LC Issuer determines the amount of capital or liquidity required or expected to be maintained by such Lender, or the LC Issuer, any Lending Installation of such Lender or the LC Issuer or any corporation controlling such Lender or LC Issuer is increased as a result of a Change (as hereinafter defined)and if such Lender or the LC Issuer makes demand on the Borrowing within 180 days of such Change, then, within 15 30 days of such demand by such LenderLender or the LC Issuer, the Borrower shall pay such Lender or the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith or the LC Issuer determines is attributable to this Agreement, its outstanding credit exposure hereunder Outstanding Credit Exposure or its obligation Commitment to make Loans and issue or participate in Facility LCs or Swing Line Loans, as the case may be, hereunder (after taking into account such Lender’s 's or the LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or the LC Issuer or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) Lender or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implementedLC Issuer. “"Risk-Based Capital Guidelines” " means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith or the LC Issuer determines the amount of capital or liquidity required or expected to be maintained by such LenderLender or the LC Issuer, any Lending Installation of such Lender or the LC Issuer or any corporation controlling such Lender or the LC Issuer is increased as a result of a Change (as hereinafter defined)Change, then, within 15 days of demand by such Lender, the Borrower shall pay such Lender or the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith or the LC Issuer reasonably determines is attributable to this Agreement, its outstanding credit exposure hereunder or Loans, its obligation Outstanding Revolving Credit Exposure, its Pro Rata Share of the Term Loan outstanding, its Revolving Credit Commitment to make Loans or to issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s 's or the LC Issuer's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines Guidelines, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or the LC Issuer or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) Lender or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implementedLC Issuer. “"Risk-Based Capital Guidelines” " means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation Parent controlling such Lender is increased as a result of a Change (as hereinafter defined)in Capital Adequacy Regulations, then, within 15 days of demand demand, accompanied by the written statement required by Section 3.6, by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans or its obligation to make Loans Commitments, as applicable, hereunder (after taking into account such Lender’s or such Parent’s policies as to capital adequacyadequacy and liquidity). “ChangeChange in Capital Adequacy Regulations” means (ia) any change after the Agreement Effective Closing Date in the Risk-Based Capital Guidelines or (iib) any adoption of of, or change in, or change in the interpretation, implementation or administration of any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Agreement Effective Closing Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation Parent controlling any Lender. Notwithstanding anything herein “Risk-Based Capital Guidelines” means (a) the risk-based capital guidelines in effect in the United States on the Closing Date, including transition rules, (b) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basel Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the contraryClosing Date, (ic) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines guidelines, requirements and directives promulgated thereunder thereunder, issued in connection therewith or in implementation thereof and (iid) all requests, rules, guidelines regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authoritiesauthorities (whether or not having the force of Law), in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Date, including transition rules, and (ii) the corresponding capital regulations promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Date.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines that the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation corporate entity controlling such Lender is increased as a result of a Change (as hereinafter defineddefined below), then, within 15 fifteen (15) days of after written demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans, its interest in the Facility Letters of Credit or its obligation to make Loans hereunder or participate in or issue Facility Letters of Credit hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “Change” "CHANGE" means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx"RISK-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” BASED CAPITAL GUIDELINES" means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel IIIRegulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards", including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement. Without in any way affecting the Borrower's obligation to pay compensation actually claimed by a Lender under this SECTION 4.2, the Borrower shall have the right to replace any Lender which has demanded such compensation with a replacement Lender acceptable to Agent; provided, however, that no Monetary Default, other material Default or any Event of Default shall then exist, and that Borrower notifies such Lender that it has elected to replace such Lender and notifies such Lender and the Agent of the identity of the proposed replacement Lender not more than sixty (60) days after the date of such Lender's most recent demand for compensation under this SECTION 4.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines the amount of capital or liquidity required or expected to be maintained by such Lender, Lender or any Lending Installation of such Lender Lender, or any corporation controlling such Lender is increased as a result of a Change (as hereinafter defined)Change, then, within 15 days of demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Outstanding Credit Exposure or its obligation Commitment to make Loans Loans, as the case may be, hereunder (after taking into account such Lender’s policies as to capital adequacy). “Change” means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement. No Lender shall demand compensation for any shortfall in the rate of return referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements.

Changes in Capital Adequacy Regulations. If a Lender in good faith or any LC Issuer determines the amount of capital or liquidity required or expected to be maintained by such LenderLender or such LC Issuer, any Lending Installation of such Lender or such LC Issuer or any corporation controlling such Lender or such LC Issuer is increased as a result of a Change (as hereinafter defined)in Capital Adequacy Regulations, then, within 15 days of demand demand, accompanied by the written statement required by Section ‎3.6, by such LenderLender or such LC Issuer, the Borrower shall pay such Lender or such LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity which such Lender in good faith or such LC Issuer determines is attributable to this Agreement, its outstanding credit exposure hereunder Term Loans, its Outstanding Revolving Credit Exposure, its Commitments or its obligation commitment to make Loans issue Facility LCs, as applicable, hereunder (after taking into account such Lender’s or such LC Issuer’s policies as to capital adequacyadequacy and liquidity). “ChangeChange in Capital Adequacy Regulations” means (ia) any change after the Agreement Effective Closing Date in the Risk-Based Capital Guidelines or (iib) any adoption of of, or change in, or change in the interpretation, implementation or administration of any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Agreement Effective Closing Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender LC Issuer or any Lending Installation or any corporation controlling any LenderLender or any LC Issuer. Notwithstanding anything herein “Risk-Based Capital Guidelines” means (a) the risk-based capital guidelines in effect in the United States on the Closing Date, including transition rules, (b) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basel Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the contraryClosing Date, (ic) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines guidelines, requirements and directives promulgated thereunder thereunder, issued in connection therewith or in implementation thereof and (iid) all requests, rules, guidelines regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authoritiesauthorities (whether or not having the force of Law), in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Date, including transition rules, and (ii) the corresponding capital regulations promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Date.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines that the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change (as hereinafter defineddefined below in this Section 3.2), then, within 15 days of demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans, its L/C Interests, the Letters of Credit or its obligation to make Loans or participate in Letters of Credit hereunder (after taking into account such Lender’s or such controlling corporation’s policies as to capital adequacy). “Change” means (ia) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines (as defined below in this Section 3.2) or (iib) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” means (ia) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (iib) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change (as hereinafter defined), then, within 15 days of demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder or its obligation to make Loans hereunder (after taking into account such Lender’s policies as to capital adequacy). “Change” means (i) any change after the Agreement Effective Date in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental quasi‑governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Date, including transition rules, and (ii) the corresponding capital regulations promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Date.

Changes in Capital Adequacy Regulations. If a Lender in good faith or any LC Issuer determines the amount of capital or liquidity required or expected to be maintained by such LenderLender or such LC Issuer, any Lending Installation of such Lender or such LC Issuer or any corporation controlling such Lender or such LC Issuer is increased as a result of a Change (as hereinafter defined)in Capital Adequacy Regulations, then, within 15 days of demand demand, accompanied by the written statement required by Section 3.6, by such LenderLender or such LC Issuer, the Borrower Borrowers shall pay such Lender or such LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith or such LC Issuer determines is attributable to this Agreement, its outstanding credit exposure hereunder Outstanding Revolving Credit Exposure, its Revolving Loan Commitment or its obligation commitment to make Loans issue Facility LCs, as applicable, hereunder (after taking into account such Lender’s or such LC Issuer’s policies as to capital adequacy). “ChangeChange in Capital Adequacy Regulations” means (i) any change after the Agreement Effective Closing Date in the Risk-Based Capital Guidelines or (ii) any adoption of of, or change in, or change in the interpretation or administration of any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Agreement Effective Closing Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender LC Issuer or any Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (Lender or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implementedLC Issuer. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Closing Date, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Closing Date.

Changes in Capital Adequacy Regulations. If a Lender in good faith determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation corporate entity controlling such Lender is increased as a result of a Change (as hereinafter defineddefined below), then, within 15 fifteen (15) days of demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Advances, its interest in the Facility Letters of Credit, or its obligation to make Loans Advances hereunder or participate in or issue Facility Letters of Credit hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “"Change” " means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines (as defined below) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “"Risk-Based Capital Guidelines” " means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel IIIRegulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards", including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Date.date of this Agreement. Without in any way affecting the Borrower's obligation to pay compensation actually claimed by a Lender under this Section 4.2, the Borrower shall have the right to replace

Changes in Capital Adequacy Regulations. If a Lender in good faith determines (i) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change "Change" (as hereinafter defineddefined below), and (ii) such increase in capital will result in an increase in the cost to such Lender of maintaining its Loans, L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, then, within 15 fifteen (15) days after receipt by the Borrower of written demand by such LenderLender pursuant to Section 4.5, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans, its L/C Interests, the Letters of Credit or its obligation to make Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy). “Change” "CHANGE" means (i) any change after the date of this Agreement Effective Date in the "Risk-Based Capital Guidelines" (as defined below) excluding, for the avoidance of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed prior to the date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement Effective Date and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx"RISK-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” BASED CAPITAL GUIDELINES" means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith reasonably determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change (as hereinafter defined), then, within 15 fifteen days of written demand by such LenderLender pursuant to SECTION 4.5, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of on such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder Loans, its interest in the Facility Letters of Credit, or its obligation to make Loans hereunder or participate in or issue Facility Letters of Credit (after taking into account such Lender’s 's policies as to capital adequacy). “Change” "CHANGE" means (i) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not of any Governmental Authority having the force of law) jurisdiction after the date of this Agreement Effective Date which affects the amount of capital or liquidity required or reasonably expected to be maintained by any Lender or any lending office of such Lender Lending Installation or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Xxxx"RISK-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” BASED CAPITAL GUIDELINES" means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Datedate of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the Bank for International Settlements, United States implementing the Basel July 1988 report of the Basle Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, Regulation and Supervisory Practices Entitled "INTERNATIONAL CONVERGENCE OF CAPITAL MEASUREMENTS AND CAPITAL STANDARDS," including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Datedate of this Agreement.

Changes in Capital Adequacy Regulations. If a Lender in good faith the Bank determines the amount of capital or liquidity required or expected to be maintained by such Lenderthe Bank, any Lending Installation of such Lender or any corporation controlling such Lender the Bank, is increased as a result of a Change (as hereinafter defined)Change, then, within 15 days of after demand by such Lenderthe Bank, the Borrower shall pay such Lender the Bank the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith that the Bank determines is attributable to this Agreement, its outstanding credit exposure hereunder the Loans, or its obligation to make Loans hereunder the Revolving Commitment (after taking into account such Lenderthe Bank’s policies as to capital adequacy), provided that the Borrower shall not be required to compensate the Bank pursuant to this Section 2.12 for any increased cost or reduction in amount received suffered more than 180 days prior to the date that the Bank notifies the Borrower of the Change giving rise to such shortfall and of the Bank’s intention to claim compensation therefor; provided further, that if the Change is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. “Change” means (ia) any change after the date of this Agreement Effective Date in the Risk-Based Capital Guidelines or (iib) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof after the date of this Agreement Effective Date which that affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such Lender the Bank or any corporation controlling any Lenderthe Bank. A certificate as to such amount delivered to the Borrower by the Bank shall be conclusive absent manifest error. Notwithstanding anything herein to the contraryforegoing, (i) for purposes of this Agreement, all requests, rules, guidelines or directives in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act shall be deemed to be a Change regardless of the date enacted, adopted or issued and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign financial regulatory authorities, in each case pursuant to Basel III, authorities shall be deemed to be a “Change”, Change regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Date, including transition rules, and (ii) the corresponding capital regulations promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, including transition rules, and any amendments to such guidelines, rules and regulations adopted prior to the Agreement Effective Date.Based