Common use of Changes in Capital Adequacy Regulations Clause in Contracts

Changes in Capital Adequacy Regulations. If a Lender determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Office of such Lender or any corporate entity controlling such Lender is increased as a result of a Change in Law (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender after consideration of such factors as such Lender then reasonably determines to be relevant), then, within 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 is attributable to this Agreement, its Borrowings or its obligation to make Borrowings hereunder (after taking into account such Lender’s policies as to capital adequacy). 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 the 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 Term Loan Exposure 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 Term Loan Exposure, 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 or the LC Issuer determines that the amount of capital or liquidity required or expected to be maintained by such LenderLender or the LC Issuer, any Lending Office Installation of such Lender or the LC Issuer, or any corporate entity corporation or holding company controlling such Lender or the LC Issuer is increased as a result of (i) a Change in Law or (which determination shall be made ii) any change on or after the Effective Date in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender after consideration of such factors as such Lender then reasonably determines to be relevant)Risk-Based Capital Guidelines, then, within fifteen (15) days of after demand by such LenderLender or the LC Issuer, the Borrower Borrowers 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 or liquidity which such Lender or the LC Issuer determines is attributable to this Agreement, its Borrowings Outstanding Credit Exposure or its obligation Commitment to make Borrowings 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 adequacyadequacy or liquidity), in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable. Without in any way affecting Failure or delay on the Borrower’s obligation part of such Lender or the LC Issuer to pay demand compensation actually claimed by a Lender under pursuant to this Section 4.2, the Borrower 3.2 shall have the right to replace any Lender which has demanded such compensation provided that the 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 constitute a waiver of such Lender’s most recent or the LC Issuer’s right to demand for compensation under such compensation; provided that the Borrowers shall not be required to compensate any Lender or the LC Issuer pursuant to this Section 4.2, and further provided 3.2 for any shortfall suffered more than 90 days prior to the date that such replacement is otherwise Lender or the LC Issuer notifies any Borrower of the Change in accordance with Section 4.7. The Lender being replaced shall assign its Term Loan Exposure 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 Term Loan Exposure, all pursuant to an assignment agreement substantially Law or change in the form Risk-Based Capital Guidelines giving rise to such shortfall and of Exhibit I hereto. The purchase by such Lender’s or the replacement Lender LC Issuer’s intention to claim compensation therefor; provided further, that if the Change in Law or change in Risk-Based Capital Guidelines giving rise to such shortfall is retroactive, then the 90-day period referred to above shall be at par (plus all accrued and unpaid interest and any other sums owed extended to such Lender being replaced hereunder) which shall be paid to include the Lender being replaced upon the execution and delivery period 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 Lenderretroactive effect thereof.

Changes in Capital Adequacy Regulations. If a Lender 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 Office Installation of such Lender or such LC Issuer or any corporate entity corporation controlling such Lender or such LC Issuer is increased by a material amount as a result of a Change in Law Change, but excluding any adoption, change or interpretation or administration or compliance with respect to taxes and amounts relating thereto (payment with respect to which determination shall be made in good faith (governed solely and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender after consideration of such factors as such Lender then reasonably determines to be relevantexclusively by Section 3.5), then, within fifteen (15) 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 or such LC Issuer determines is attributable to this Agreement, its Borrowings Outstanding Credit Exposure or its obligation Commitment to make Borrowings Revolving Loans and issue or participate in Facility LCs, as applicable, hereunder (after taking into account such Lender’s or such LC Issuer’s policies as to capital adequacy). Without In determining such additional amounts, each Lender will act reasonably and in good faith and will use allocation and attribution methods which are reasonable. “Change” means (i) any way affecting change after the Borrower’s obligation Restatement Effective Date in the Risk-Based Capital Guidelines or (ii) any adoption 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 Restatement Effective Date which affects the amount of capital required or expected to pay compensation actually claimed be maintained 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 or any LC Issuer or any Lending Installation or any corporation controlling any Lender or any LC Issuer. “Risk-Based Capital Guidelines” means (i) the Borrower notifies such Lender that it has elected to replace such Lender risk-based capital guidelines in effect in the United States on the Restatement Effective Date, including transition rules, and notifies such Lender and (ii) the Administrative Agent corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the identity Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence 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 4.2Capital Measurements and Capital Standards,” including transition rules, and further provided that any amendments to such replacement is otherwise in accordance with Section 4.7. The Lender being replaced shall assign its Term Loan Exposure and its rights and obligations under this Facility regulations adopted prior to the replacement Lender in accordance with the requirements of Section 13.3 hereof and the replacement Lender shall assume such Term Loan Exposure, 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 LenderRestatement Effective Date.

Changes in Capital Adequacy Regulations. If a Lender determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Office of such Lender or any corporate entity controlling such Lender is increased as a result of a Change in Law (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender after consideration of such factors as such Lender then reasonably determines to be relevant), then, within 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 is attributable to this Agreement, its Borrowings Borrowings, its interest in the Facility Letters of Credit, or its obligation to make Borrowings hereunder or participate in or issue Facility Letters of Credit hereunder (after taking into account such Lender’s policies as to capital adequacy). 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 the 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 Term Loan Exposure Revolving 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 Term Loan ExposurePercentage of the total Revolving 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 or an LC Issuer determines that the amount of capital or liquidity required or expected to be maintained by such LenderLender or such LC Issuer, any Lending Office Installation of such Lender or such LC Issuer, or any corporate entity corporation or holding company controlling such Lender or such LC Issuer is increased as a result of (a) a Change in Law or (which determination shall be made b) any change on or after the date of this Agreement in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender after consideration of such factors as such Lender then reasonably determines to be relevant)Risk-Based Capital Guidelines, then, within fifteen (15) days of after 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 or liquidity which such Lender or such LC Issuer determines is attributable to this Agreement, its Borrowings Outstanding Credit Exposure or its obligation to make Borrowings Commitment 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 adequacyadequacy and liquidity), in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable. Without in any way affecting Failure or delay on the Borrower’s obligation part of such Lender or such LC Issuer to pay demand compensation actually claimed by a Lender under pursuant to this Section 4.2, the Borrower 3.2 shall have the not constitute a waiver of such Lender’s or such LC Issuer’s right to replace any Lender which has demanded demand such compensation compensation; provided that the Borrower notifies shall not be required to compensate any Lender or any LC Issuer pursuant to this Section 3.2 for any shortfall suffered more than 180 days prior to the date that such Lender that it has elected to replace or such Lender and LC Issuer notifies such Lender and the Administrative Agent Borrower of the identity of Change in Law or change in the proposed replacement Lender not more than six (6) months after the date Risk-Based Capital Guidelines giving rise to such shortfall and of such Lender’s most recent demand for or such LC Issuer’s intention to claim compensation under this Section 4.2therefor; provided further, and further provided that if the Change in Law or change in Risk-Based Capital Guidelines giving rise to such replacement shortfall is otherwise in accordance with Section 4.7. The Lender being replaced shall assign its Term Loan Exposure and its rights and obligations under this Facility retroactive, then the 180-day period referred to the replacement Lender in accordance with the requirements of Section 13.3 hereof and the replacement Lender shall assume such Term Loan Exposure, all pursuant to an assignment agreement substantially in the form of Exhibit I hereto. The purchase by the replacement Lender above shall be at par (plus all accrued and unpaid interest and any other sums owed extended to such Lender being replaced hereunder) which shall be paid to include the Lender being replaced upon the execution and delivery period 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 Lenderretroactive effect thereof.

Changes in Capital Adequacy Regulations. If a Lender or the LC Issuer determines that the amount of capital or liquidity required or expected to be maintained by such LenderLender or the LC Issuer, any Lending Office Installation of such Lender or the LC Issuer, or any corporate entity corporation or holding company controlling such Lender or the LC Issuer is increased as a result of (i) a Change in Law or (which determination shall be made ii) any change on or after the date of this Agreement in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender after consideration of such factors as such Lender then reasonably determines to be relevant)Risk-Based Capital Guidelines, then, within fifteen (15) days of after 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 or liquidity which such Lender or the LC Issuer determines is attributable to this Agreement, its Borrowings Outstanding Credit Exposure or its obligation Commitment to make Borrowings 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 adequacyadequacy or liquidity), in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable. Without in any way affecting Failure or delay on the Borrower’s obligation part of such Lender or the LC Issuer to pay demand compensation actually claimed by a Lender under pursuant to this Section 4.2, 3.2 shall not constitute a waiver of such Lender’s or the Borrower shall have the LC Issuer’s right to replace any Lender which has demanded demand such compensation compensation; provided that the Borrower notifies shall not be required to compensate any Lender or the LC Issuer pursuant to this Section 3.2 for any shortfall suffered more than 270 days prior to the date that such Lender that it has elected to replace such Lender and or the LC Issuer notifies such Lender and the Administrative Agent Borrower of the identity of Change in Law or change in the proposed replacement Lender not more than six (6) months after the date Risk-Based Capital Guidelines giving rise to such shortfall and of such Lender’s most recent demand for or the LC Issuer’s intention to claim compensation under this Section 4.2therefor; provided further, and further provided that if the Change in Law or change in Risk-Based Capital Guidelines giving rise to such replacement shortfall is otherwise in accordance with Section 4.7. The Lender being replaced shall assign its Term Loan Exposure and its rights and obligations under this Facility retroactive, then the 270-day period referred to the replacement Lender in accordance with the requirements of Section 13.3 hereof and the replacement Lender shall assume such Term Loan Exposure, all pursuant to an assignment agreement substantially in the form of Exhibit I hereto. The purchase by the replacement Lender above shall be at par (plus all accrued and unpaid interest and any other sums owed extended to such Lender being replaced hereunder) which shall be paid to include the Lender being replaced upon the execution and delivery period 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 Lenderretroactive effect thereof.

Changes in Capital Adequacy Regulations. If a Lender determines (i) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Office Installation of such Lender or any corporate entity corporation controlling such Lender is increased as a result of a Change “Change” (as defined below), and (ii) such increase in Law capital or liquidity will result in an increase in the cost to such Lender of maintaining its Loans or its obligation to make Loans hereunder, then, within 30 days after receipt by the relevant Borrower of written demand by such Lender pursuant to Section 3.6, 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 or liquidity which such Lender determines is attributable to this Agreement, its Loans or its obligation to make Loans hereunder (after taking into account such Lender’s policies as to capital adequacy and liquidity) as such amount is reasonably determined by such Lender (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender under agreements having provisions similar to this Section 3.2 after consideration of such factors as such Lender then reasonably determines to be relevant). “Change” means any adoption of or change in any other law, thengovernmental or quasi-governmental rule, within fifteen regulation, policy, guideline, interpretation, or directive (15whether or not having the force of law, but excluding those that are merely proposed and not in effect) days of demand by such after the Closing Date (or with respect to any Lender, if later, the Borrower shall pay date on which such Lender becomes a Lender) and having general applicability to all banks and financial institutions within the jurisdiction in which such Lender operates which affects the amount necessary of capital or liquidity required or expected to compensate be maintained by any Lender or any Lending Installation or any corporation controlling any Lender (provided, however, that notwithstanding anything herein to the contrary, except to the extent they are merely proposed and not in effect, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith by any Governmental Authority charged with the interpretation or application thereof and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any shortfall 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 rate date enacted, adopted or issued to the extent having general applicability to all banks (or a Lender’s holding company or applicable Lending Installation for purposes of return on the portion of such increased capital which is attributable to this Agreement, its Borrowings ) within the jurisdiction in which the applicable Lender (or its obligation to make Borrowings hereunder (after taking into account holding company or such Lender’s policies as to capital adequacyLending Installation) operates). 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 the 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 Term Loan Exposure 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 Term Loan Exposure, 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 any Lender or Issuing Bank determines the amount of that any Change in Law regarding capital or liquidity required requirements has or expected to be maintained would have the effect of reducing by an amount deemed material by such Lender or Issuing Bank the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Loans or Letters of Credit held by, such Lender, any Lending Office or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or any corporate entity controlling Issuing Bank or such Lender is increased as a result of a Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (which determination shall be made in good faith (taking into consideration such Lender’s or Issuing Bank’s policies and not on an arbitrary the policies of such Lender’s or capricious basis) and consistent Issuing Bank’s holding company with similarly situated customers of respect to capital adequacy or liquidity), then from time to time the applicable Lender after consideration of such factors as Borrower will pay to such Lender then reasonably determines to be relevant)or Issuing Bank, thenas the case may be, within fifteen (15) days after receipt by the applicable Borrower of written demand by such LenderLender or Issuing Bank pursuant to Section 4.5, the Borrower shall pay such additional amount or amounts as will compensate such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which is attributable to this Agreement, its Borrowings or its obligation to make Borrowings hereunder (after taking into account Issuing Bank or such Lender’s policies as or Issuing Bank’s holding company for any such reduction suffered. Failure or delay on the part of any Lender or Issuing Bank to capital adequacy). Without in any way affecting the Borrower’s obligation demand compensation pursuant to pay compensation actually claimed by a Lender under this Section 4.2, the Borrower 4.2 shall have the right to replace any Lender which has demanded such compensation provided that the 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 constitute a waiver of such Lender’s most recent or Issuing Bank’s right to demand for compensation under such compensation; provided, that the applicable Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 4.2, and further provided for any such increased cost or reduction incurred more than 90 days prior to the date that such replacement Lender or Issuing Bank demands, or notifies such Borrower of its intention to demand, compensation therefor, provided further that, if the Change in Law giving rise to such increased cost or reduction is otherwise in accordance with Section 4.7. The Lender being replaced shall assign its Term Loan Exposure and its rights and obligations under this Facility retroactive, then such 90-day period referred to the replacement Lender in accordance with the requirements of Section 13.3 hereof and the replacement Lender shall assume such Term Loan Exposure, all pursuant to an assignment agreement substantially in the form of Exhibit I hereto. The purchase by the replacement Lender above shall be at par (plus all accrued and unpaid interest and any other sums owed extended to such Lender being replaced hereunder) which shall be paid to include the Lender being replaced upon the execution and delivery period 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 Lenderretroactive effect thereof.

Changes in Capital Adequacy Regulations. If a Lender or Issuer determines the amount of capital or liquidity required or expected to be maintained by such LenderLender or Issuer, any Lending Office of such Lender or Issuer or any corporate entity corporation controlling such Lender or Issuer is increased as a result of a Change in Law (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender after consideration of such factors as such Lender then reasonably determines to be relevant)Law, then, within fifteen (15) 10 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 or Issuer determines is attributable to this Agreement, its Borrowings Loans or its obligation to make Borrowings Loans hereunder (after taking into account such Lender’s or Issuer’s policies as to capital adequacy). Without in any way affecting the Borrower’s obligation to pay compensation actually claimed by ; provided, however, that a Lender under or Issuer shall impose such cost upon the Borrower only if such Lender or Issuer is generally imposing such cost on its other borrowers having similar credit arrangements. Failure or delay on the part of any Lender or Issuer to demand compensation pursuant to this Section 4.2, the Borrower 2.14 shall have the not constitute a waiver of such Lender’s or Issuer’s right to replace any Lender which has demanded demand such compensation compensation; provided that the Borrower notifies shall not be required to compensate a Lender or the Issuer for any increased costs or reductions incurred more than 180 days prior to the date that such Lender that it has elected to replace such Lender and or the Issuer, as the case may be, notifies such Lender and the Administrative Agent Borrower of the identity of the proposed replacement Lender not more than six (6) months after the date Change in Law giving rise to such increased costs or reductions and of such Lender’s most recent demand for or the Issuer’s intention to claim compensation under this Section 4.2therefor; provided further that, and further provided that if the Change in Law giving rise to such replacement increased costs or reductions is otherwise in accordance with Section 4.7. The Lender being replaced shall assign its Term Loan Exposure and its rights and obligations under this Facility retroactive, then the 180-day period referred to the replacement Lender in accordance with the requirements of Section 13.3 hereof and the replacement Lender shall assume such Term Loan Exposure, all pursuant to an assignment agreement substantially in the form of Exhibit I hereto. The purchase by the replacement Lender above shall be at par (plus all accrued and unpaid interest and any other sums owed extended to such Lender being replaced hereunder) which shall be paid to indicate the Lender being replaced upon the execution and delivery period 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 Lenderretroactive effect thereof.

Changes in Capital Adequacy Regulations. If a Lender or the LC Issuer determines that the amount of capital or liquidity required or expected to be maintained by such LenderLender or the LC Issuer, any Lending Office Installation of such Lender or the LC Issuer, or any corporate entity corporation or holding company controlling such Lender or the LC Issuer is increased as a result of (i) a Change in Law or (which determination shall be made ii) any change after the date of this Agreement in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender after consideration of such factors as such Lender then reasonably determines to be relevant)Risk-Based Capital Guidelines, then, within fifteen (15) days of after 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 or liquidity which such Lender or the LC Issuer determines is attributable to this Agreement, its Borrowings Outstanding Credit Exposure or its obligation Commitment to make Borrowings 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 adequacyadequacy or liquidity), in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable. Without in any way affecting Failure or delay on the Borrower’s obligation part of such Lender or the LC Issuer to pay demand compensation actually claimed by a Lender under pursuant to this Section 4.2, 3.2 shall not constitute a waiver of such Lender’s or the Borrower shall have the LC Issuer’s right to replace any Lender which has demanded demand such compensation compensation; provided that the Borrower notifies shall not be required to compensate any Lender or the LC Issuer pursuant to this Section 3.2 for any shortfall suffered more than 270 days prior to the date that such Lender that it has elected to replace such Lender and or the LC Issuer notifies such Lender and the Administrative Agent Borrower of the identity of Change in Law or change in the proposed replacement Lender not more than six (6) months after the date Risk-Based Capital Guidelines giving rise to such shortfall and of such Lender’s most recent demand for or the LC Issuer’s intention to claim compensation under this Section 4.2therefor; provided further, and further provided that if the Change in Law or change in Risk-Based Capital Guidelines giving rise to such replacement shortfall is otherwise in accordance with Section 4.7. The Lender being replaced shall assign its Term Loan Exposure and its rights and obligations under this Facility retroactive, then the 270-day period referred to the replacement Lender in accordance with the requirements of Section 13.3 hereof and the replacement Lender shall assume such Term Loan Exposure, all pursuant to an assignment agreement substantially in the form of Exhibit I hereto. The purchase by the replacement Lender above shall be at par (plus all accrued and unpaid interest and any other sums owed extended to such Lender being replaced hereunder) which shall be paid to include the Lender being replaced upon the execution and delivery period 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.retroactive effect thereof

Changes in Capital Adequacy Regulations. If a Lender or any LC Issuer reasonably determines that the amount of capital or liquidity required or expected to be maintained by such LenderLender or such LC Issuer, any Lending Office Installation of such Lender or such LC Issuer, or any corporate entity corporation or holding company controlling such Lender or such LC Issuer is increased as a result of (i) a Change in Law or (ii) any change on or after the date of this Agreement in the Risk-Based Capital Guidelines, then, within thirty (30) days after receipt by the Borrower of written demand by such Lender or such LC Issuer in accordance with Section 3.6, 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 or such LC Issuer reasonably determines is attributable to this Agreement, its Outstanding Credit Exposure or its 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 or liquidity), in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable, as such amount is reasonably determined by such Lender or LC Issuer (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender or LC Issuer under agreements having provisions similar to this Section 3.2 after consideration of such factors as such Lender or LC Issuer then reasonably determines to be relevant), then, within fifteen (15) days . Failure or delay on the part of demand by such Lender, the Borrower shall pay such Lender the amount necessary or such LC Issuer to compensate for any shortfall in the rate of return on the portion of such increased capital which is attributable demand compensation pursuant to this Agreement, its Borrowings or its obligation to make Borrowings hereunder (after taking into account Section 3.2 shall not constitute a waiver of such Lender’s policies as to capital adequacy). Without in any way affecting the Borroweror such LC Issuer’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 demand such compensation compensation; provided that the Borrower notifies shall not be required to compensate any Lender or any LC Issuer pursuant to this Section 3.2 for any shortfall suffered more than 90 days prior to the date that such Lender that it has elected to replace or such Lender and LC Issuer notifies such Lender and the Administrative Agent Borrower of the identity of Change in Law or change in the proposed replacement Lender not more than six (6) months after the date Risk-Based Capital Guidelines giving rise to such shortfall and of such Lender’s most recent demand for or such LC Issuer’s intention to claim compensation under this Section 4.2, and further provided that such replacement is otherwise therefor in accordance with Section 4.7. The Lender being replaced shall assign its Term Loan Exposure and its rights and obligations under this Facility herewith; provided further, that if the Change in Law or change in Risk-Based Capital Guidelines giving rise to such shortfall is retroactive, then the replacement Lender in accordance with the requirements of Section 13.3 hereof and the replacement Lender shall assume such Term Loan Exposure, all pursuant 90-day period referred to an assignment agreement substantially in the form of Exhibit I hereto. The purchase by the replacement Lender above shall be at par (plus all accrued and unpaid interest and any other sums owed extended to such Lender being replaced hereunder) which shall be paid to include the Lender being replaced upon the execution and delivery period 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 Lenderretroactive effect thereof.

Changes in Capital Adequacy Regulations. If a any Lender or Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing by an amount deemed material by such Lender or Issuing Bank the rate of return on such Lender’s or Issuing Bank’s capital or liquidity required on the capital of such Lender’s or expected to be maintained by Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Loans or Letters of Credit held by, such Lender, any Lending Office or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or any corporate entity controlling Issuing Bank or such Lender is increased as a result of a Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (which determination shall be made in good faith (taking into consideration such Lender’s or Issuing Bank’s policies and not on an arbitrary the policies of such Lender’s or capricious basis) and consistent Issuing Bank’s holding company with similarly situated customers of respect to capital adequacy), then from time to time the applicable Lender after consideration of such factors as Borrower will pay to such Lender then reasonably determines to be relevant)or Issuing Bank, thenas the case may be, within fifteen (15) days after receipt by the applicable Borrower of written demand by such LenderLender or Issuing Bank pursuant to Section 4.5, the Borrower shall pay such additional amount or amounts as will compensate such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which is attributable to this Agreement, its Borrowings or its obligation to make Borrowings hereunder (after taking into account Issuing Bank or such Lender’s policies or Issuing Bank’s holding company for any such reduction suffered; provided, that such Lender or Issuing Bank shall only require such payment from the applicable Borrower to the extent such Lender or Issuing Bank is requiring such payments from other borrowers of comparable creditworthiness as the Company. Failure or delay on the part of any Lender or Issuing Bank to capital adequacy). Without in any way affecting the Borrower’s obligation demand compensation pursuant to pay compensation actually claimed by a Lender under this Section 4.2, the Borrower 4.2 shall have the right to replace any Lender which has demanded such compensation provided that the 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 constitute a waiver of such Lender’s most recent or Issuing Bank’s right to demand for compensation under such compensation; provided, that the applicable Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 4.2, and further provided for any such increased cost or reduction incurred more than 180 days prior to the date that such replacement Lender or Issuing Bank demands, or notifies such Borrower of its intention to demand, compensation therefor, provided further that, if the Change in Law giving rise to such increased cost or reduction is otherwise in accordance with Section 4.7. The Lender being replaced shall assign its Term Loan Exposure and its rights and obligations under this Facility retroactive, then such 180-day period referred to the replacement Lender in accordance with the requirements of Section 13.3 hereof and the replacement Lender shall assume such Term Loan Exposure, all pursuant to an assignment agreement substantially in the form of Exhibit I hereto. The purchase by the replacement Lender above shall be at par (plus all accrued and unpaid interest and any other sums owed extended to such Lender being replaced hereunder) which shall be paid to include the Lender being replaced upon the execution and delivery period 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 Lenderretroactive effect thereof.

Changes in Capital Adequacy Regulations. If a Lender or any LC Issuer reasonably determines that the amount of capital or liquidity required or expected to be maintained by such LenderLender or such LC Issuer, any Lending Office Installation of such Lender or such LC Issuer, or any corporate entity corporation or holding company controlling such Lender or such LC Issuer is increased as a result of (i) a Change in Law or (ii) any change on or after the date of this Agreement in the Risk-Based Capital Guidelines, then, within thirty (30) days after receipt by the Borrower of written demand by such Lender or such LC Issuer in accordance with Section 3.6, 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 or such LC Issuer reasonably determines is attributable to this Agreement, its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Xxxxxx’s or such LC Issuer’s policies as to capital adequacy or liquidity), in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable, as such amount is reasonably determined by such Lender or LC Issuer (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender or LC Issuer under agreements having provisions similar to this Section 3.2 after consideration of such factors as such Lender or LC Issuer then reasonably determines to be relevant), then, within fifteen (15) days . Failure or delay on the part of demand by such Lender, the Borrower shall pay such Lender the amount necessary or such LC Issuer to compensate for any shortfall in the rate of return on the portion of such increased capital which is attributable demand compensation pursuant to this Agreement, its Borrowings or its obligation to make Borrowings hereunder (after taking into account Section 3.2 shall not constitute a waiver of such Lender’s policies as to capital adequacy). Without in any way affecting the Borroweror such LC Issuer’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 demand such compensation compensation; provided that the Borrower notifies shall not be required to compensate any Lender or any LC Issuer pursuant to this Section 3.2 for any shortfall suffered more than 270 days prior to the date that such Lender that it has elected to replace or such Lender and LC Issuer notifies such Lender and the Administrative Agent Borrower of the identity of Change in Law or change in the proposed replacement Lender not more than six (6) months after the date Risk-Based Capital Guidelines giving rise to such shortfall and of such Lender’s most recent demand for or such LC Issuer’s intention to claim compensation under this Section 4.2, and further provided that such replacement is otherwise therefor in accordance with Section 4.7. The Lender being replaced shall assign its Term Loan Exposure and its rights and obligations under this Facility herewith; provided further, that if the Change in Law or change in Risk-Based Capital Guidelines giving rise to such shortfall is retroactive, then the replacement Lender in accordance with the requirements of Section 13.3 hereof and the replacement Lender shall assume such Term Loan Exposure, all pursuant 270-day period referred to an assignment agreement substantially in the form of Exhibit I hereto. The purchase by the replacement Lender above shall be at par (plus all accrued and unpaid interest and any other sums owed extended to such Lender being replaced hereunder) which shall be paid to include the Lender being replaced upon the execution and delivery period 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 Lenderretroactive effect thereof.

Changes in Capital Adequacy Regulations. If a Lender or the LC Issuer determines that the amount of capital or liquidity required or expected to be maintained by such LenderLender or the LC Issuer, any Lending Office Installation of such Lender or any corporate entity the LC Issuer, or anycorporation or holding company controlling such Lender or the LC Issuer is increased as a result of (i) a Change in Law or (which determination shall be made ii) any change on or after the date of this Agreement in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender after consideration of such factors as such Lender then reasonably determines to be relevant)Risk- Based Capital Guidelines, then, within fifteen (15) days of after 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 or liquidity which such Lender or the LC Issuer determines is attributable to this Agreement, its Borrowings Revolving Exposure or its obligation Revolving Commitment to make Borrowings 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 adequacyadequacy or liquidity), in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as 42 applicable. Without in any way affecting Failure or delay on the Borrower’s obligation part of such Lender or the LC Issuer to pay demand compensation actually claimed by a Lender under pursuant to this Section 4.2, 3.2 shall not constitute a waiver of such Lender’s or the Borrower shall have the LC Issuer’s right to replace any Lender which has demanded demand such compensation compensation; provided that the Borrower notifies shall not be required to compensate any Lender or the LC Issuer pursuant to this Section 3.2 for any shortfall suffered more than 180 days prior to the date that such Lender that it has elected to replace such Lender and or the LC Issuer notifies such Lender and the Administrative Agent Borrower of the identity of Change in Law or change in the proposed replacement Lender not more than six (6) months after the date Risk-Based Capital Guidelines giving rise to such shortfall and of such Lender’s most recent demand for or the LC Issuer’s intention to claim compensation under this Section 4.2therefor; provided further, and further provided that if the Change in Law or change in Risk-Based Capital Guidelines giving rise to such replacement shortfall is otherwise in accordance with Section 4.7. The Lender being replaced shall assign its Term Loan Exposure and its rights and obligations under this Facility retroactive, then the 180-day period referred to the replacement Lender in accordance with the requirements of Section 13.3 hereof and the replacement Lender shall assume such Term Loan Exposure, all pursuant to an assignment agreement substantially in the form of Exhibit I hereto. The purchase by the replacement Lender above shall be at par (plus all accrued and unpaid interest and any other sums owed extended to such Lender being replaced hereunder) which shall be paid to include the Lender being replaced upon the execution and delivery period 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.retroactive effect thereof

Changes in Capital Adequacy Regulations. If a any Lender or Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing by an amount deemed material by such Lender or Issuing Bank the rate of return on such Lender’s or Issuing Bank’s capital or liquidity required on the capital of such Lender’s or expected to be maintained by Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Loans or Letters of Credit held by, such Lender, any Lending Office or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or any corporate entity controlling Issuing Bank or such Lender is increased as a result of a Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (which determination shall be made in good faith (taking into consideration such Lender’s or Issuing Bank’s policies and not on an arbitrary the policies of such Lender’s or capricious basis) and consistent Issuing Bank’s holding company with similarly situated customers of respect to capital adequacy), then from time to time the applicable Lender after consideration of such factors as Borrower will pay to such Lender then reasonably determines to be relevant)or Issuing Bank, thenas the case may be, within fifteen (15) days after receipt by the applicable Borrower of written demand by such LenderLender or Issuing Bank pursuant to Section 4.5, the Borrower shall pay such additional amount or amounts as will compensate such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which is attributable to this Agreement, its Borrowings or its obligation to make Borrowings hereunder (after taking into account Issuing Bank or such Lender’s policies as or Issuing Bank’s holding company for any such reduction suffered. Failure or delay on the part of any Lender or Issuing Bank to capital adequacy). Without in any way affecting the Borrower’s obligation demand compensation pursuant to pay compensation actually claimed by a Lender under this Section 4.2, the Borrower 4.2 shall have the right to replace any Lender which has demanded such compensation provided that the 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 constitute a waiver of such Lender’s most recent or Issuing Bank’s right to demand for compensation under such compensation; provided, that the applicable Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 4.2, and further provided for any such increased cost or reduction incurred more than 90 days prior to the date that such replacement Lender or Issuing Bank demands, or notifies such Borrower of its intention to demand, compensation therefor, provided further that, if the Change in Law giving rise to such increased cost or reduction is otherwise in accordance with Section 4.7. The Lender being replaced shall assign its Term Loan Exposure and its rights and obligations under this Facility retroactive, then such 90-day period referred to the replacement Lender in accordance with the requirements of Section 13.3 hereof and the replacement Lender shall assume such Term Loan Exposure, all pursuant to an assignment agreement substantially in the form of Exhibit I hereto. The purchase by the replacement Lender above shall be at par (plus all accrued and unpaid interest and any other sums owed extended to such Lender being replaced hereunder) which shall be paid to include the Lender being replaced upon the execution and delivery period 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 Lenderretroactive effect thereof.

Changes in Capital Adequacy Regulations. If a Lender or the LC Issuer determines that the amount of capital or liquidity required or expected to be maintained by such LenderLender or the LC Issuer, any Lending Office Installation of such Lender or the LC Issuer, or any corporate entity corporation or holding company controlling such Lender or the LC Issuer is increased as a result of (i) a Change in Law or (which determination shall be made ii) any change on or after the date of this Agreement in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender after consideration of such factors as such Lender then reasonably determines to be relevant)Risk-Based Capital Guidelines, then, within fifteen (15) days of after 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 or liquidity which such Lender or the LC Issuer determines is attributable to this Agreement, its Borrowings Revolving Exposure or its obligation Revolving Commitment to make Borrowings Loans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such LenderXxxxxx’s or the LC Issuer’s policies as to capital adequacyadequacy or liquidity), in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable. Without in any way affecting Failure or delay on the Borrower’s obligation part of such Lender or the LC Issuer to pay demand compensation actually claimed by a Lender under pursuant to this Section 4.2, 3.2 shall not constitute a waiver of such Lender’s or the Borrower shall have the LC Issuer’s right to replace any Lender which has demanded demand such compensation compensation; provided that the Borrower notifies shall not be required to compensate any Lender or the LC Issuer pursuant to this Section 3.2 for any shortfall suffered more than 180 days prior to the date that such Lender that it has elected to replace such Lender and or the LC Issuer notifies such Lender and the Administrative Agent Borrower of the identity of Change in Law or change in the proposed replacement Lender not more than six (6) months after the date Risk-Based Capital Guidelines giving rise to such shortfall and of such Lender’s most recent demand for or the LC Issuer’s intention to claim compensation under this Section 4.2therefor; provided further, and further provided that if the Change in Law or change in Risk-Based Capital Guidelines giving rise to such replacement shortfall is otherwise in accordance with Section 4.7. The Lender being replaced shall assign its Term Loan Exposure and its rights and obligations under this Facility retroactive, then the 180-day period referred to the replacement Lender in accordance with the requirements of Section 13.3 hereof and the replacement Lender shall assume such Term Loan Exposure, all pursuant to an assignment agreement substantially in the form of Exhibit I hereto. The purchase by the replacement Lender above shall be at par (plus all accrued and unpaid interest and any other sums owed extended to such Lender being replaced hereunder) which shall be paid to include the Lender being replaced upon the execution and delivery period 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.retroactive effect thereof

Changes in Capital Adequacy Regulations. If a Lender or the Issuing Lender determines that the amount of capital or liquidity required or expected to be maintained by such Lender or the Issuing Lender, any Lending Office Installation of such Lender or the Issuing Lender, or any corporate entity corporation or holding company controlling such Lender or the Issuing Lender is increased as a result of (i) a Change in Law or (which determination shall be made ii) any change after the date of this Agreement in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender after consideration of such factors as such Lender then reasonably determines to be relevant)Risk-Based Capital Guidelines, then, within fifteen (15) days of after demand by such Lender or the Issuing Lender, the Borrower shall pay such Lender or the Issuing 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 or the Issuing Lender determines is attributable to this Agreement, its Borrowings Outstanding Credit Exposure or its obligation Commitment to make Borrowings Loans and issue or participate in Letters of Credit, as the case may be, hereunder (after taking into account such Lender’s or the Issuing Lender’s policies as to capital adequacyadequacy or liquidity), in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable. Without in any way affecting Failure or delay on the Borrower’s obligation part of such Lender or the Issuing Lender to pay demand compensation actually claimed by a Lender under pursuant to this Section 4.2, 3.02 shall not constitute a waiver of such Lender’s or the Borrower shall have the Issuing Lender’s right to replace any Lender which has demanded demand such compensation compensation; provided that the Borrower notifies shall not be required to compensate any Lender or the Issuing Lender pursuant to this Section 3.02 for any shortfall (i) except to the extent such Person has demanded, or intends to demand, such compensation from other similarly situated borrowers, and (ii) suffered more than 270 days prior to the date that such Lender that it has elected to replace such or the Issuing Lender and notifies such Lender and the Administrative Agent Borrower of the identity of Change in Law or change in the proposed replacement Lender not more than six (6) months after the date Risk-Based Capital Guidelines giving rise to such shortfall and of such Lender’s most recent demand for or the Issuing Lender’s intention to claim compensation under this Section 4.2therefor; provided further, and further provided that if the Change in Law or change in Risk-Based Capital Guidelines giving rise to such replacement shortfall is otherwise retroactive, then the 270-day period referred to in accordance with Section 4.7. The Lender being replaced shall assign its Term Loan Exposure 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 Term Loan Exposure, all pursuant to an assignment agreement substantially in the form of Exhibit I hereto. The purchase by the replacement Lender (ii) above shall be at par (plus all accrued and unpaid interest and any other sums owed extended to such Lender being replaced hereunder) which shall be paid to include the Lender being replaced upon the execution and delivery period 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 Lenderretroactive effect thereof.

Changes in Capital Adequacy Regulations. If a Lender determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Office of such Lender or any corporate entity controlling such Lender is increased as a result of a Change in Law (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender after consideration of such factors as such Lender then reasonably determines to be relevant), then, within 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 is attributable to this Agreement, its Borrowings Borrowings, its interest in the Facility Letters of Credit, or its obligation to make Borrowings hereunder or participate in or issue Facility Letters of Credit hereunder (after taking into account such Lender’s policies as to capital adequacy). 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 the Borrower notifies such Lender that it has elected to replace such Lender and notifies axx xxxifies such Lender and the axx xxx Administrative Agent of the identity of the proposed replacement Lender not more than six (6) months after the date of such Lender’s most xxxx 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 Term Loan Exposure Revolving 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 Term Loan ExposurePercentage of the total Revolving 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 bxxxx xeplaced 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 or LC Issuer determines that the amount of capital or liquidity required or expected to be maintained by such LenderLender or LC Issuer, any 6090356 -00- Xxxxxxxx Xxxxxx LLP Lending Office Installation of such Lender or LC Issuer, or any corporate entity corporation or holding company controlling such Lender or LC Issuer is increased as a result after the date of this Agreement of (a) a Change in Law or (which determination shall be made b) any change in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender after consideration of such factors as such Lender then reasonably determines to be relevant)Risk-Based Capital Guidelines, then, within fifteen (15) days of after 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 or liquidity which such Lender or LC Issuer determines is attributable to this Agreement, its Borrowings Outstanding Credit Exposure or its obligation Commitment to make Borrowings 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 adequacyadequacy or liquidity), in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable. Without in any way affecting Failure or delay on the Borrower’s obligation part of such Lender or LC Issuer to pay demand compensation actually claimed by a Lender under pursuant to this Section 4.2, the Borrower 3.2 shall have the right to replace any Lender which has demanded such compensation provided that the 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 constitute a waiver of such Lender’s most recent or LC Issuer’s right to demand for compensation under such compensation; provided that Borrower shall not be required to compensate any Lender or LC Issuer pursuant to this Section 4.2, and further provided 3.2 for any shortfall suffered more than 270 days prior to the date that such replacement is otherwise Lender or LC Issuer notifies Borrower of the Change in accordance with Section 4.7. The Lender being replaced shall assign its Term Loan Exposure 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 Term Loan Exposure, all pursuant to an assignment agreement substantially Law or change in the form Risk-Based Capital Guidelines giving rise to such shortfall and of Exhibit I hereto. The purchase by such Lender’s or LC Issuer’s intention to claim compensation therefor; provided further, that if the replacement Lender Change in Law or change in Risk-Based Capital Guidelines giving rise to such shortfall is retroactive, then the 270-day period referred to above shall be at par (plus all accrued and unpaid interest and any other sums owed extended to such Lender being replaced hereunder) which shall be paid to include the Lender being replaced upon the execution and delivery period 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 Lenderretroactive effect thereof.

Changes in Capital Adequacy Regulations. If a Lender determines the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Office of such Lender or any corporate entity controlling such Lender is increased as a result of a Change in Law (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender after consideration of such factors as such Lender then reasonably determines to be relevant), then, within 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 is attributable to this Agreement, its Borrowings or its obligation to make Borrowings hereunder (after taking into account such Lender’s policies xxxxxies as to capital adequacy). 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 the Borrower notifies such Lender that it has elected to replace such Lender and notifies axx xxxifies such Lender and the axx xxx Administrative Agent of the identity of the proposed replacement Lender not more than six (6) months after the date of such Lender’s most xxxx 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 Term Loan Exposure 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 Term Loan Exposure, 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 bxxxx xeplaced 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, LC Issuer or --------------------------------------- the Swing Line Lender determines the amount of capital or liquidity required or expected to be maintained by such Lender, LC Issuer or the Swing Line Lender, any Lending Office Installation of such Lender or any corporate entity corporation controlling such Lender, LC Issuer or Swing Line Lender is increased as a result of a Change in Law (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender after consideration of such factors as such Lender then reasonably determines to be relevant)Change, then, within fifteen (15) 15 days of demand by such Lender, LC Issuer or Swing Line Lender, the Borrower shall pay such Lender Lender, LC Issuer or Swing Line Lenders 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 Swing Line Lenders determines is attributable to this Agreement, its Borrowings Loans, LC Interests, Facility LCs or its obligation Commitment to make Borrowings Loans hereunder (after taking into account such Lender’s 's, LC Issuer's or Swing Line Lender's policies as to capital adequacy). Without in any way affecting the Borrower’s obligation No Lender, LC Issuer or Swing Line Lender shall be entitled to pay compensation actually claimed by a Lender demand payment under this Section 4.24.2 to the extent that such payment relates to a period of time more ----------- than 90 days prior to the date upon which such Lender, LC Issuer or Swing Line Lender first notified the Borrower shall have the right to replace any Lender which has demanded such compensation provided that the Borrower notifies such Lender that it has elected to replace such Lender and notifies such Lender and the Administrative Agent of the identity occurrence of the proposed replacement Lender not more than six event entitling such Bank to such payment. "CHANGE" means (6i) months any change after the date of such this Agreement 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 which affects the amount of capital required or expected to be maintained by any Lender’s most recent demand for compensation under , the LC Issuers, the Swing Line Lenders or any Lending Installation or any corporation controlling any Lender, LC Issuer or Swing Line Lender. "RISK-BASED CAPITAL GUIDELINES" means (i) the risk-based capital guidelines in effect in the United States on the date of this Section 4.2Agreement, including transition rules, and further provided that (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such replacement is otherwise in accordance with Section 4.7. The Lender being replaced shall assign its Term Loan Exposure and its rights and obligations under this Facility regulations adopted prior to the replacement Lender in accordance with the requirements date of Section 13.3 hereof and the replacement Lender shall assume such Term Loan Exposure, 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 Lenderthis Agreement.

Changes in Capital Adequacy Regulations. If a any Lender or Issuing Bank determines the amount of that any Change in Law regarding capital or liquidity required requirements has or expected to be maintained would have the effect of reducing by an amount deemed material by such Lender or Issuing Bank the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Loans or Letters of Credit held by, such Lender, any Lending Office or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or any corporate entity controlling Issuing Bank or such Lender is increased as a result of a Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (which determination shall be made in good faith (taking into consideration such Lender’s or Issuing Bank’s policies and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender after consideration policies of such factors as Lender’s or Issuing Bank’s holding company with respect to capital adequacy or liquidity), then from time to time the 68 applicable Borrower will pay to such Lender then reasonably determines to be relevant)or Issuing Bank, thenas the case may be, within fifteen (15) days after receipt by the applicable Borrower of written demand by such LenderLender or Issuing Bank pursuant to Section 4.5, the Borrower shall pay such additional amount or amounts as will compensate such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which is attributable to this Agreement, its Borrowings or its obligation to make Borrowings hereunder (after taking into account Issuing Bank or such Lender’s policies as or Issuing Bank’s holding company for any such reduction suffered. Failure or delay on the part of any Lender or Issuing Bank to capital adequacy). Without in any way affecting the Borrower’s obligation demand compensation pursuant to pay compensation actually claimed by a Lender under this Section 4.2, the Borrower 4.2 shall have the right to replace any Lender which has demanded such compensation provided that the 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 constitute a waiver of such Lender’s most recent or Issuing Bank’s right to demand for compensation under such compensation; provided, that the applicable Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 4.2, and further provided for any such increased cost or reduction incurred more than 90 days prior to the date that such replacement Lender or Issuing Bank demands, or notifies such Borrower of its intention to demand, compensation therefor, provided further that, if the Change in Law giving rise to such increased cost or reduction is otherwise in accordance with Section 4.7. The Lender being replaced shall assign its Term Loan Exposure and its rights and obligations under this Facility retroactive, then such 90-day period referred to the replacement Lender in accordance with the requirements of Section 13.3 hereof and the replacement Lender shall assume such Term Loan Exposure, all pursuant to an assignment agreement substantially in the form of Exhibit I hereto. The purchase by the replacement Lender above shall be at par (plus all accrued and unpaid interest and any other sums owed extended to such Lender being replaced hereunder) which shall be paid to include the Lender being replaced upon the execution and delivery period 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 Lenderretroactive effect thereof.

Changes in Capital Adequacy Regulations. If a Lender determines (a) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Office Installation of such Lender or any corporate entity corporation controlling such Lender is increased as a result of a Change “Change” (as defined below), and (b) such increase in Law (which determination shall be made capital will result in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of increase in the applicable Lender after consideration of such factors as cost to such Lender then reasonably determines of maintaining its Commitment, Loans, L/C Interests, the Letters of Credit or its obligation to be relevant)make Loans hereunder, then, within 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 reasonably determines is attributable to this Agreement, its Borrowings Commitment, its Loans, its L/C Interests, the Letters of Credit or its obligation to make Borrowings Loans hereunder (after taking into account such Lender’s policies as to capital adequacy). Without ; provided, however, that the Company shall not be liable under this Section 4.2 for the payment of any such amounts incurred or accrued more than 180 days prior to the date on which notice of the event or occurrence giving rise to the obligation to make such payment is given to the Company hereunder; provided, further, that if the event or occurrence giving rise to such obligation is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof; provided further that (1) if the Company objects in good faith to any way affecting payment demanded under this Section 4.2 on or before the Borrowerdate such payment is due, then the Company and the Lender demanding such payment shall enter into discussions to review the amount due and the Company’s obligation to pay compensation actually claimed by a such amount to such Lender under this Section 4.2shall be deferred for 30 days after the original demand for payment and (2) if the Company and such Lender do not otherwise reach agreement on the amount due during such 30 period, the Borrower Company shall have the right pay to replace any Lender which has demanded such compensation provided that the Borrower notifies such Lender that it has elected to replace at the end of such 30 day period the amount certified by such Lender and notifies to be due. Subject to the last proviso in the preceding sentence, a certificate as to such Lender amounts submitted to the Company and the Administrative Agent of the identity of the proposed replacement by such Lender not more than six shall be conclusive and binding for all purposes, absent manifest error. “Change” means (6i) months any change after the date of this Agreement 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 which affects the amount of capital required or expected to be maintained by any Lender or any Lending Installation or any corporation controlling any Lender’s most recent demand for compensation under . “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the date of this Section 4.2Agreement, including transition rules, and further provided that (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such replacement is otherwise in accordance with Section 4.7. The Lender being replaced shall assign its Term Loan Exposure and its rights and obligations under this Facility regulations adopted prior to the replacement Lender in accordance with the requirements date of Section 13.3 hereof and the replacement Lender shall assume such Term Loan Exposure, 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 Lenderthis Agreement.

Changes in Capital Adequacy Regulations. If a Lender or the Letter of Credit Issuer determines that the amount of capital or liquidity required or expected to be maintained by such LenderLender or the Letter of Credit Issuer, any Lending Office Installation of such Lender or the Letter of Credit Issuer, or any corporate entity corporation or holding company controlling such Lender or the Letter of Credit Issuer is increased as a result of (a) a Change in Law or (which determination shall be made b) any change on or after the date of this Agreement in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender after consideration of such factors as such Lender then reasonably determines to be relevant)Risk-Based Capital Guidelines, then, within fifteen (15) days of after demand by such LenderLender or the Letter of Credit Issuer, the Borrower Borrowers shall pay such Lender or the Letter of Credit 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 or the Letter of Credit Issuer determines is attributable to this Agreement, its Borrowings Term Loans, its Revolving Exposure or its obligation Revolving Commitment to make Borrowings Revolving 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 Letter of Credit Issuer’s policies as to capital adequacyadequacy or liquidity), in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable. Without in any way affecting Failure or delay on the Borrower’s obligation part of such Lender or the Letter of Credit Issuer to pay demand compensation actually claimed by a Lender under pursuant to this Section 4.2, the Borrower 3.2 shall have the right to replace any Lender which has demanded such compensation provided that the 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 constitute a waiver of such Lender’s most recent or the Letter of Credit Issuer’s right to demand for compensation under such compensation; provided that the Borrowers shall not be required to compensate any Lender or the Letter of Credit Issuer pursuant to this Section 4.2, and further provided 3.2 for any shortfall suffered more than 270 days prior to the date that such replacement is otherwise Lender or the Letter of Credit Issuer notifies the Borrowers of the Change in accordance with Section 4.7. The Lender being replaced shall assign its Term Loan Exposure 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 Term Loan Exposure, all pursuant to an assignment agreement substantially Law or change in the form Risk-Based Capital Guidelines giving rise to such shortfall and of Exhibit I hereto. The purchase by such Lender’s or the replacement Lender Letter of Credit Issuer’s intention to claim compensation therefor; provided further, that if the Change in Law or change in Risk-Based Capital Guidelines giving rise to such shortfall is retroactive, then the 270-day period referred to above shall be at par (plus all accrued and unpaid interest and any other sums owed extended to such Lender being replaced hereunder) which shall be paid to include the Lender being replaced upon the execution and delivery period 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 Lenderretroactive effect thereof.

Changes in Capital Adequacy Regulations. If a Lender determines (a) the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Office Installation of such Lender or any corporate entity corporation controlling such Lender is increased as a result of a Change “Change” (as defined below), and (b) such increase in Law (which determination shall be made capital will result in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of increase in the applicable Lender after consideration of such factors as cost to such Lender then reasonably determines of maintaining its Commitment, Loans, L/C Interests, the Letters of Credit or its obligation to be relevant)make Loans hereunder, then, within 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 reasonably determines is attributable to this Agreement, its Borrowings Commitment, its Loans, its L/C Interests, the Letters of Credit or its obligation to make Borrowings Loans hereunder (after taking into account such Lender’s policies as to capital adequacy). Without ; provided, however, that the Company shall not be liable under this Section 4.2 for the payment of any such amounts incurred or accrued more than 180 days prior to the date on which notice of the event or occurrence giving rise to the obligation to make such payment is given to the Company hereunder; provided, further, that if the event or occurrence giving rise to such obligation is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof; providedfurther that (1) if the Company objects in good faith to any way affecting payment demanded under this Section 4.2 on or before the Borrowerdate such payment is due, then the Company and the Lender demanding such payment shall enter into discussions to review the amount due and the Company’s obligation to pay compensation actually claimed by a such amount to such Lender under this Section 4.2shall be deferred for 30 days after the original demand for payment and (2) if the Company and such Lender do not otherwise reach agreement on the amount due during such 30 period, the Borrower Company shall have the right pay to replace any Lender which has demanded such compensation provided that the Borrower notifies such Lender that it has elected to replace at the end of such 30 day period the amount certified by such Lender and notifies to be due. Subject to the last proviso in the preceding sentence, a certificate as to such Lender amounts submitted to the Company and the Administrative Agent of the identity of the proposed replacement Lender not more than six (6) months after the date of by 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 Term Loan Exposure 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 Term Loan Exposure, all pursuant to an assignment agreement substantially in the form of Exhibit I hereto. The purchase by the replacement Lender shall be at par conclusive and binding for all purposes, absent manifest error. “Change” means (plus all accrued i) any change after the Closing 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 Closing Date which affects the amount of capital required or expected to be maintained by any Lender or any Lending Installation or any corporation controlling any Lender. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Closing Date, including transition rules, and unpaid interest (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any other sums owed amendments to such Lender being replaced hereunder) which shall be paid regulations adopted prior 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 LenderClosing Date.

Changes in Capital Adequacy Regulations. If a Lender or Issuer determines the amount of capital or liquidity required or expected to be maintained by such LenderLender or Issuer, any Lending Office of such Lender or Issuer or any corporate entity corporation controlling such Lender or Issuer is increased as a result of a Change in Law (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender after consideration of such factors as such Lender then reasonably determines to be relevant)Law, then, within fifteen (15) 10 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 or Issuer determines is attributable to this Agreement, its Borrowings Loans or its obligation to make Borrowings Loans hereunder (after taking into account such Lender’s or Issuer’s policies as to capital adequacy). Without in any way affecting the Borrower’s obligation to pay compensation actually claimed by ; provided, however, that a Lender under or Issuer shall impose such cost upon the Borrower only if such Lender or Issuer is generally imposing such cost on its other borrowers having similar credit arrangements. Failure or delay on the part of any Lender or Issuer to demand compensation pursuant to this Section 4.2, the Borrower 2.14 shall have the not constitute a waiver of such Lender’s or Issuer’s right to replace any Lender which has demanded demand such compensation compensation; provided that the Borrower notifies shall not be required to compensate a Lender or the Issuer for any increased costs or reductions incurred more than 180 days prior to the date that such Lender that it has elected to replace such Lender and or the Issuer, as the case may be, notifies such Lender and the Administrative Agent Borrower of the identity of the proposed replacement Lender not more than six (6) months after the date Change in Law giving rise to such increased costs or reductions and of such Lender’s most recent demand for or the Issuer’s intention to claim compensation under this Section 4.2therefor; provided further that, and further provided that if the Change in Law giving rise to such replacement increased costs or reductions is otherwise in accordance with Section 4.7. The Lender being replaced shall assign its Term Loan Exposure and its rights and obligations under this Facility retroactive, then the 180-day period referred to the replacement Lender in accordance with the requirements of Section 13.3 hereof and the replacement Lender shall assume such Term Loan Exposure, all pursuant to an assignment agreement substantially in the form of Exhibit I hereto. The purchase by the replacement Lender above shall be at par (plus all accrued and unpaid interest and any other sums owed extended to such Lender being replaced hereunder) which shall be paid to indicate the Lender being replaced upon the execution and delivery period 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 Lenderretroactive effect thereof.

Changes in Capital Adequacy Regulations. If a Lender or any LC Issuer reasonably determines that the amount of capital or liquidity required or expected to be maintained by such LenderLender or such LC Issuer, any Lending Office Installation of such Lender or such LC Issuer, or any corporate entity corporation or holding company controlling such Lender or such LC Issuer is increased as a result of (i) a Change in Law or (ii) any change on or after the date of this Agreement in the Risk-Based Capital Guidelines, then, within thirty (30) days after receipt by the Borrower of written demand by such Lender or such LC Issuer in accordance with Section 3.6, 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 or such LC Issuer reasonably determines is attributable to this Agreement, its Outstanding Credit Exposure or its 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 or liquidity), in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable, as such amount is reasonably determined by such Lender or LC Issuer (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender or LC Issuer under agreements having provisions similar to this Section 3.2 after consideration of such factors as such Lender or LC Issuer then reasonably determines to be relevant), then, within fifteen (15) days . Failure or delay on the part of demand by such Lender, the Borrower shall pay such Lender the amount necessary or such LC Issuer to compensate for any shortfall in the rate of return on the portion of such increased capital which is attributable demand compensation pursuant to this Agreement, its Borrowings or its obligation to make Borrowings hereunder (after taking into account Section 3.2 shall not constitute a waiver of such Lender’s policies as to capital adequacy). Without in any way affecting the Borroweror such LC Issuer’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 demand such compensation compensation; provided that the Borrower notifies shall not be required to compensate any Lender or any LC Issuer pursuant to this Section 3.2 for any shortfall suffered more than 270 days prior to the date that such Lender that it has elected to replace or such Lender and LC Issuer notifies such Lender and the Administrative Agent Borrower of the identity of Change in Law or change in the proposed replacement Lender not more than six (6) months after the date Risk-Based Capital Guidelines giving rise to such shortfall and of such Lender’s most recent demand for or such LC Issuer’s intention to claim compensation under this Section 4.2, and further provided that such replacement is otherwise therefor in accordance with Section 4.7. The Lender being replaced shall assign its Term Loan Exposure and its rights and obligations under this Facility herewith; provided further, that if the Change in Law or change in Risk-Based Capital Guidelines giving rise to such shortfall is retroactive, then the replacement Lender in accordance with the requirements of Section 13.3 hereof and the replacement Lender shall assume such Term Loan Exposure, all pursuant 270-day period referred to an assignment agreement substantially in the form of Exhibit I hereto. The purchase by the replacement Lender above shall be at par (plus all accrued and unpaid interest and any other sums owed extended to such Lender being replaced hereunder) which shall be paid to include the Lender being replaced upon the execution and delivery period 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 Lenderretroactive effect thereof.