Common use of Changes in Capital Adequacy Regulations Clause in Contracts

Changes in Capital Adequacy Regulations. If a Lender determines that the amount of capital or liquidity required or expected to be maintained by such Lender or any Lending Installation of such Lender, or any corporation or holding company controlling such Lender is increased as a result of (a) a Change in Law or (b) any change after the date of this Agreement in the Risk-Based Capital Guidelines, then, within fifteen (15) days after demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity which such Lender determines is attributable to this Agreement, its outstanding Revolving Loans or its Commitment to make Revolving Loans, as the case may be, hereunder (after taking into account such Lender’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. Failure or delay on the part of such Lender to demand compensation pursuant to this Section 3.2 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender pursuant to this Section 3.2 for any shortfall suffered more than 270 days prior to the date that such Lender notifies the Borrower of the Change in Law or change in the Risk-Based Capital Guidelines giving rise to such shortfall and of such Lender’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 extended to include the period of retroactive effect thereof

Changes in Capital Adequacy Regulations. If a Lender determines that the amount of capital or liquidity required or expected to be maintained by such Lender or Lender, any Lending Installation of such Lender, Lender or any corporation or holding company controlling such Lender is increased as a result of (a) a Change in Law or (b) any change after the date of this Agreement in the Risk-Based Capital GuidelinesLaw, then, within fifteen (15) days after promptly following written demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity which such Lender determines is attributable to this Agreement, its outstanding Revolving Loans or its Commitment to make Revolving Loans, as the case may be, Loans hereunder (after taking into account such Lender’s policies as to capital adequacy or liquidityadequacy), in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable. Failure or delay on the part of such any Lender to demand compensation pursuant to this Section 3.2 shall not constitute a waiver of such Lender’s right to demand such compensation; , provided that the Borrower shall not be required to compensate any a Lender pursuant to this Section 3.2 for any shortfall suffered more than 270 days prior increased costs incurred or reductions suffered, as the case may be, to the date extent that such Lender notifies the Borrower fails to make a demand for such compensation within six (6) months after becoming aware of the such Change in Law or change in the Risk-Based Capital Guidelines giving rise arise to such shortfall and of such Lender’s intention to claim compensation thereforincreased costs or reductions; provided furtherprovided, that if the Change in Law or change in Risk-Based Capital Guidelines giving rise to such shortfall increased costs or reductions is retroactive, then the 270-day six (6) month period referred to above shall be extended to include the period of retroactive effect thereof.

Changes in Capital Adequacy Regulations. If a any Lender or LC Issuer determines that the amount of capital or liquidity required or expected to be maintained by such Lender or any Lending Installation of such Lender, or any corporation or holding company controlling such Lender is increased as a result of (a) a Change in Law regarding capital requirements has or (b) any change after would have the date effect of this Agreement in the Risk-Based Capital Guidelines, then, within fifteen (15) days after demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in reducing the rate of return on such Lender’s or LC Issuer’s capital or on the portion capital of such increased capital Lender’s or liquidity LC Issuer’s holding company, if any, as a consequence of this Agreement or the Loans made or maintained by, or participations in Facility LCs held by, such Lender, or the Facility LCs issued by such LC Issuer, to a level below that which such Lender determines is attributable or LC Issuer or such Lender’s or LC Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or LC Issuer’s policies and the policies of such Lender’s or LC Issuer’s holding company with respect to this Agreementcapital adequacy), its outstanding Revolving Loans then from time to time the Borrower will pay to such Lender or its Commitment to make Revolving LoansLC Issuer, as the case may be, hereunder (after taking into account such additional amount or amounts as will compensate such Lender or LC Issuer or such Lender’s policies as to capital adequacy or liquidity), in each case that is attributable to LC Issuer’s holding company for any such Change in Law or change in the Risk-Based Capital Guidelines, as applicablereduction suffered. Failure or delay on the part of such Lender to demand compensation pursuant to this Section 3.2 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the The Borrower shall not be required to compensate any Lender pursuant to this Section 3.2 paragraph for any shortfall suffered amounts incurred more than 270 90 days prior to the date that such Lender notifies the Borrower of the Change in Law or change in the Risk-Based Capital Guidelines giving rise to such shortfall and writing of such Lender’s intention to claim compensation therefor; provided furtherprovided, however, that if the Change in Law or change in Risk-Based Capital Guidelines circumstances giving rise to such shortfall is retroactiveclaim have a retroactive effect, then the 270such 90-day period referred to above shall be extended to include the period of such retroactive effect thereofeffect.

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 Lender or the LC Issuer, any Lending Installation of such LenderLender or the LC Issuer, or any corporation or holding company controlling such Lender or the LC Issuer is increased as a result of (a) a Change in Law or (b) any change after the date of this Agreement in the Risk-Based Capital Guidelines, then, within fifteen (15) days after of 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 outstanding Revolving Loans Outstanding Credit Exposure or its Commitment to make Revolving LoansLoans and issue or participate in Letters of Credit, as the case may be, hereunder (after taking into account such Lender’s or the 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. Failure or delay on the part of such any Lender or LC Issuer to demand compensation pursuant to this Section 3.2 shall not constitute a waiver of such LenderLender or LC Issuer’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to pay any amount to compensate any Lender or LC Issuer pursuant to the foregoing provisions of this Section 3.2 7.2 for any shortfall in the rate of return suffered more than 270 days nine months prior to the date that such Lender or such LC Issuer, as the case may be, notifies the Borrower Company of the Change in Law or change in the Risk-Based Capital Guidelines giving rise to such shortfall and of such Lender’s or such LC Issuer’s intention to claim compensation therefor; provided further(except that, that if the Change in Law or change in Risk-Based Capital Guidelines giving rise to such shortfall is retroactive, then the 270nine-day month period referred to above shall be extended to include the period of retroactive effect thereofeffect). 7.3

Changes in Capital Adequacy Regulations. If a Lender determines that the amount of capital or liquidity required or expected to be maintained by such Lender or Lender, any Lending Installation of such Lender, Lender or any corporation or holding company controlling such Lender is increased as a result of (a) a Change in Law or (b) any change after the date of this Agreement in the Risk-Based Capital GuidelinesLaw, then, within fifteen (15) days after promptly following written demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity which such Lender determines is attributable to this Agreement, its outstanding Revolving Loans or its Commitment to make Revolving Loans, as the case may be, Loans hereunder (after taking into account such LenderXxxxxx’s policies as to capital adequacy or liquidityadequacy), in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable. Failure or delay on the part of such any Lender to demand compensation pursuant to this Section 3.2 shall not constitute a waiver of such Lender’s right to demand such compensation; , provided that the Borrower shall not be required to compensate any a Lender pursuant to this Section 3.2 for any shortfall suffered more than 270 days prior increased costs incurred or reductions suffered, as the case may be, to the date extent that such Lender notifies the Borrower fails to make a demand for such compensation within six (6) months after becoming aware of the such Change in Law or change in the Risk-Based Capital Guidelines giving rise arise to such shortfall and of such Lender’s intention to claim compensation thereforincreased costs or reductions; provided furtherprovided, that if the Change in Law or change in Risk-Based Capital Guidelines giving rise to such shortfall increased costs or reductions is retroactive, then the 270-day six (6) month period referred to above shall be extended to include the period of retroactive effect thereof.

Changes in Capital Adequacy Regulations. If a Lender or any LC Issuer determines that the amount of capital or liquidity required or expected to be maintained by such Lender or Lender, such LC Issuer, any Lending Installation of such LenderLender or such LC Issuer, or any corporation or holding company Person controlling such Lender or such LC Issuer, is increased as a result of (a) a Change in Law or (b) any change after the date of this Agreement in the Risk-Based Capital GuidelinesLaw, then, within fifteen (15) days after of demand by such Lender, or such LC Issuer, the Borrower Borrowers shall pay such Lender or such LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity liquidity, as applicable, which such Lender or such LC Issuer determines is attributable to this Agreement, its outstanding Revolving Loans Aggregate Outstanding Credit Exposure or all of any portion of its Aggregate Commitment to make Revolving LoansLoans 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 and liquidity); provided, in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable. Failure or delay on the part of such Lender to demand compensation pursuant to this Section 3.2 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate any pay to such Lender pursuant to or LC Issuer such additional amounts under this Section 3.2 for any shortfall suffered amount incurred as a result of such Change in Law more than 270 90 days prior to the date that such Lender or LC Issuer notifies the Borrower Company in writing of the such Change in Law or change in the Risk-Based Capital Guidelines giving rise to such shortfall and of such Lender’s or LC Issuer’s intention to claim compensation therefor; provided provided, further, that if the such Change in Law or change in Risk-Based Capital Guidelines giving rise to such shortfall amounts is retroactive, then the 270retroactive such 90-day period referred to above shall be extended to include the period of retroactive effect thereofeffect.

Changes in Capital Adequacy Regulations. If a the Lender determines that the amount of capital or liquidity required or expected to be maintained by such the Lender or any Lending Installation of such Lender, or any corporation or holding company controlling such the Lender is increased as a result of (ai) a Change in Law or (bii) any change on or after the date of this Agreement Closing Date in the Risk-Based Capital Guidelines, then, within fifteen (15) days after written demand by such the Lender, the Borrower shall pay such the 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 the Lender determines is attributable to this Agreement, its outstanding the Revolving Loans Exposure or its the Revolving Commitment to make Revolving Loans, as the case may be, Loans hereunder (after taking into account such the Lender’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. Failure or delay on the part of such the Lender to demand compensation pursuant to this Section 3.2 shall not constitute a waiver of such the Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate any the Lender pursuant to this Section 3.2 for any shortfall suffered more than 270 days prior to the date that such the Lender notifies the Borrower of the Change in Law or change in the Risk-Based Capital Guidelines giving rise to such shortfall and of such the Lender’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 extended to include the period of retroactive effect thereof.

Changes in Capital Adequacy Regulations. If a Lender determines that (a) the amount of capital or liquidity required or expected to be maintained by such Lender or Lender, any Lending Installation of such Lender, Lender or any corporation or holding company controlling such Lender is increased as a result of a “Change” (aas defined below) a Change in Law or and (b) any change after the date of this Agreement such increase in capital will result in an increase in the Risk-Based Capital Guidelinescost to such Lender of maintaining its Commitments, Loans, L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such LenderLender pursuant to Section 4.05, 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 or liquidity which such Lender reasonably determines is attributable to this Agreement, its outstanding Revolving Loans Commitments, Loans, L/C Interests, Letters of Credit or its Commitment obligation to make Revolving Loans, as the case may be, Loans hereunder (after taking into account such Lender’s policies as to capital adequacy or liquidityadequacy), in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable. Failure or delay on the part of such Lender to demand compensation pursuant to this Section 3.2 shall not constitute a waiver of such Lender’s right to demand such compensation; provided however that the Borrower Company shall not be required to compensate any Lender pursuant to liable under this Section 3.2 4.02 for the payment of any shortfall suffered such amounts incurred or accrued more than 270 180 days prior to the date that such Lender notifies the Borrower on which notice of the Change in Law event or change in occurrence giving rise to the Risk-Based Capital Guidelines obligation to make such payment is given to the Company hereunder; provided further that if the event or occurrence giving rise to such shortfall and of such Lender’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 obligation is retroactive, then the 270180-day period referred to above shall be extended to include the period of retroactive effect thereof; provided further that (a) if the Company objects in good faith to any payment demanded under this Section 4.02 on or before the date such payment is due,

Changes in Capital Adequacy Regulations. If a Lender determines that (a) the amount of capital or liquidity required or expected to be maintained by such Lender or Lender, any Lending Installation of such Lender, Lender or any corporation or holding company controlling such Lender is increased as a result of a “Change” (aas defined below) a Change in Law or and (b) any change after the date of this Agreement such increase in capital or liquidity will result in an increase in the Risk-Based Capital Guidelinescost to such Lender of maintaining its Commitments, Loans, L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such LenderLender pursuant to Section 4.05, 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 or liquidity which such Lender reasonably determines is attributable to this Agreement, its outstanding Revolving Loans Commitments, Loans, L/C Interests, Letters of Credit or its Commitment obligation to make Revolving Loans, as the case may be, Loans hereunder (after taking into account such Lender’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. Failure or delay on the part of such Lender to demand compensation pursuant to this Section 3.2 shall not constitute a waiver of such Lender’s right to demand such compensation; provided however that the Borrower Company shall not be required to compensate any Lender pursuant to liable under this Section 3.2 4.02 for the payment of any shortfall suffered such amounts incurred or accrued more than 270 180 days prior to the date that such Lender notifies the Borrower on which notice of the Change in Law event or change in occurrence giving rise to the Risk-Based Capital Guidelines obligation to make such payment is given to the Company hereunder; provided further that if the event or occurrence giving rise to such shortfall and of such Lender’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 obligation is retroactive, then the 270180-day period referred to above shall be extended to include the period of retroactive effect thereofthe

Changes in Capital Adequacy Regulations. If a Lender determines that the amount of capital or liquidity required or expected to be maintained by such Lender or Lender, any Lending Installation of such Lender, or any corporation or holding company controlling such Lender is increased as a result of (a) a Change in Law or (b) any change after the date of this Agreement in the Risk-Based Capital GuidelinesChange, then, within fifteen (15) 15 days after of demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity which such Lender determines is attributable to this Agreement, its outstanding Revolving Loans Outstanding Credit Exposure or its Commitment to make Revolving Loans, as the case may be, Loans hereunder (after taking into account such Lender’s policies as to capital adequacy or and liquidity). Notwithstanding the foregoing, for purposes of this Agreement, all requests, rules, guidelines or directives in each case that is attributable connection with the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act shall be deemed to such be a Change in Law regardless of the date enacted, adopted or change in issued and all requests, rules, guidelines or directives promulgated by the Risk-Based Capital GuidelinesBank for International Settlements, as applicablethe Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities shall be deemed to be a Change regardless of the date adopted, issued, promulgated or implemented. Failure or delay on Notwithstanding the part of such Lender to demand compensation pursuant to this Section 3.2 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that foregoing, the Borrower shall not be required to compensate any Lender pursuant to this Section 3.2 3.1 for any shortfall suffered more than 270 90 days prior to the date that such Lender notifies the Borrower of the Change in Law or change in the Risk-Based Capital Guidelines giving rise to such shortfall and of such Lender’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 27090-day period referred to above shall be extended to include the period of retroactive 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 Lender or the LC Issuer, any Lending Installation of such LenderLender or the LC Issuer, or any corporation or holding company controlling such Lender or the LC Issuer is increased as a result of (ai) a Change in Law or (bii) any change after the date of this Agreement in the Risk-Based Capital Guidelines, then, within fifteen (15) days after of demand by such LenderLender or the LC Issuer, the Borrower shall pay such Lender or the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity which such Lender or the LC Issuer determines is attributable to this Agreement, its outstanding Revolving Loans Outstanding Credit Exposure or its Commitment to make Revolving LoansLoans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s or the LC Issuer’s policies as to capital adequacy or liquidityadequacy), in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable. Failure or delay on the part of such Lender to demand compensation pursuant to this Section 3.2 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the The Borrower shall will not be required to compensate any a Lender or the LC Issuer pursuant to the foregoing provisions of this Section 3.2 for any shortfall increased capital requirement suffered more than 270 days nine (9) months prior to the date that such Lender or the LC Issuer, as the case may be, notifies the Borrower of the Change in Law or change in the Risk-Based Capital Guidelines giving rise to such shortfall increased capital requirement and of such Lender’s or the LC Issuer’s intention to claim compensation therefor; provided furthertherefor (except that, that if the Change in Law or change in Risk-Based Capital Guidelines giving rise to such shortfall increased capital requirement is retroactive, then the 270-day such nine (9) month period referred to above shall will be extended to include the period of retroactive effect thereof).

Changes in Capital Adequacy Regulations. If a Lender Bank determines that the amount of capital or liquidity required or expected to be maintained by such Lender or Bank, any Lending Installation of such LenderBank, or any corporation or holding company controlling such Lender Bank is increased as a result of (ai) a Change in Law after the date of this Agreement or (bii) any change after the date of this Agreement in the Risk-Based Capital Guidelines, then, within fifteen (15) days after demand by such Lender, the Borrower Company shall pay such Lender Bank upon demand 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 Bank determines is attributable to this Agreement, its outstanding Revolving Loans or its Commitment to make Revolving LoansLoans and issue or participate in Letters of Credit, as the case may be, hereunder (after taking into account such LenderBank’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. Failure or delay on the part of any such Lender Person to demand compensation pursuant to this Section 3.2 5.2 shall not constitute a waiver of such LenderPerson’s right to demand such compensation; provided that the Borrower Company shall not be required to compensate any Lender such Person pursuant to this Section 3.2 section for any shortfall suffered increased costs or reductions incurred more than 270 90 days prior to the date that such Lender Person notifies the Borrower Company of the Change in Law or change in the Risk-Based Capital Guidelines giving rise to such shortfall and of such Lender’s intention to claim compensation thereforthat would result in payments by the Company under this Section 5.1; provided furtherfurther that, that if the Change in Law or change in Risk-Based Capital Guidelines giving rise to such shortfall increased costs or reductions is retroactive, then the 27090-day period referred to above shall be extended to include the period of retroactive effect thereof. Section 5.3 Deposits Unavailable or Interest Rate Unascertainable or Inadequate; Impracticability. (a) Subject to Section 5.3(b) below, if the Agent determines (which determination shall be conclusive absent manifest error), or the Required Banks notify the Agent that the Required Banks have determined, that: (i) for any reason in connection with any request for an Advance (other than a Base Rate Advance), or a conversion or continuation thereof, that the Adjusted Term SOFR Screen Rate, Adjusted EURIBOR Rate, Adjusted XXXXX Xxxx, Adjusted Daily Simple RFR or Adjusted Other Interest Rate, as applicable,

Changes in Capital Adequacy Regulations. If a Lender reasonably determines that the amount of capital or liquidity required or expected to be maintained by such Lender or Lender, any Lending Installation of such Lender, Lender or any corporation or holding company controlling such Lender is increased as a result of (a) a Change in Law or (b) any change after Change, and such increase will have the date effect of this Agreement in the Risk-Based Capital Guidelines, then, within fifteen (15) days after demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in reducing the rate of return on the portion such Lender's capital as a consequence of such increased capital or liquidity Lender's obligations hereunder to a level below that which such Lender determines is attributable to this Agreement, its outstanding Revolving Loans or its Commitment to make Revolving Loanssuch corporation, as the case may be, hereunder could have achieved but for such Change (after taking into account such Lender’s policies 's or such corporation's policies, as the case may be, with respect to capital adequacy or liquidityand any payments made to such Lender pursuant to Section 3.01 which relate to capital adequacy and assuming that such Lender's capital was fully utilized prior to such Change), in each case that is attributable then within 15 days of demand by such Lender, the Company shall pay to such Change in Law or change in the Risk-Based Capital GuidelinesAgent, as applicable. Failure or delay on for the part account of such Lender, such additional amount or amounts as will compensate such Lender for such reduction. If any Lender becomes entitled to demand compensation claim any additional amounts pursuant to this Section 3.2 3.02 it shall not constitute a waiver promptly notify the Company through the Agent of the event by reason of which it has become so entitled, but in any event within 90 days, after such Lender obtains actual knowledge thereof; PROVIDED that if such Lender fails to give such notice within the 90-day period after it obtains actual knowledge of such Lender’s right an event, such Lender shall, with respect to demand such compensation; provided that compensation in respect of any costs resulting from such event, only be entitled to payment for costs incurred from and after the Borrower shall not be required to compensate any Lender pursuant to this Section 3.2 for any shortfall suffered more than 270 date 90 days prior to the date that such Lender notifies does give such notice. A certificate setting forth in reasonable detail the Borrower computation of any additional amount payable pursuant to this Section 3.02, submitted by such Lender to the Change in Law or Company through the Agent, shall be delivered to the Company promptly after the initial incurrence of such additional amounts. "Change" means (i) any change after the Agreement Date in the Risk-Based Capital Guidelines giving rise to such shortfall and or (ii) any adoption of such Lender’s intention to claim compensation therefor; provided further, that if the Change in Law 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 or any Lending Institution. "Risk-Based Capital Guidelines giving rise Guidelines" means (i) the risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) 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 shortfall is retroactive, then regulations adopted prior to the 270-day period referred to above shall be extended to include the period date of retroactive effect thereofthis Agreement.

Changes in Capital Adequacy Regulations. If a any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing by an amount of capital or liquidity required or expected to be maintained deemed material by such Lender the rate of return on such Lender’s capital or any Lending Installation on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by, or any corporation participations in Loans held by, such Lender, to a level below that which such Lender or such Lender’s holding company controlling could have achieved but for such Lender is increased as a result of (a) a Change in Law or (b) any change after taking into consideration such Lender’s policies and the date policies of this Agreement in such Lender’s holding company with respect to capital adequacy), then from time to time the Risk-Based Capital GuidelinesBorrower will pay to such Lender, thenas the case may be, within fifteen (15) days after receipt by the Borrower of written demand by such LenderLender 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 or liquidity which such Lender determines is attributable to this Agreement, its outstanding Revolving Loans or its Commitment to make Revolving Loans, as the case may be, hereunder (after taking into account such Lender’s policies as to capital adequacy or liquidity), in each case that is attributable to holding company for any such Change in Law or change in the Risk-Based Capital Guidelines, as applicablereduction suffered. Failure or delay on the part of such any Lender to demand compensation pursuant to this Section 3.2 4.2 shall not constitute a waiver of such Lender’s right to demand such compensation; provided provided, that the Borrower shall not be required to compensate any a Lender pursuant to this Section 3.2 for any shortfall suffered such increased cost or reduction incurred more than 270 90 days prior to the date that such Lender demands, or notifies the Borrower of the Change in Law or change in the Risk-Based Capital Guidelines giving rise to such shortfall and of such Lender’s its intention to claim demand, compensation therefor; , provided furtherfurther that, that if the Change in Law or change in Risk-Based Capital Guidelines giving rise to such shortfall increased cost or reduction is retroactive, then the 270such 90-day period referred to above shall be extended to include the period of retroactive 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 Lender or the LC Issuer, any Lending Installation of such LenderLender or the LC Issuer, or any corporation or holding company controlling such Lender or the LC Issuer is increased as a result of (a) a Change in Law or (b) any change after the date of this Agreement in the Risk-Based Capital GuidelinesChange, then, within fifteen (15) 15 days after of demand by such LenderLender or the LC Issuer, the Borrower shall pay such Lender or the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity which such Lender or the LC Issuer determines is attributable to this Agreement, its outstanding Revolving Loans Outstanding Credit Exposure or its Commitment to make Revolving LoansLoans and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s or the LC Issuer’s policies as to capital adequacy or and liquidity). Notwithstanding the foregoing, for purposes of this Agreement, all requests, rules, guidelines or directives in each case that is attributable connection with the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act shall be deemed to such be a Change in Law regardless of the date enacted, adopted or change in issued and all requests, rules, guidelines or directives promulgated by the Risk-Based Capital GuidelinesBank for International Settlements, as applicablethe Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities shall be deemed to be a Change regardless of the date adopted, issued, promulgated or implemented. Failure or delay on Notwithstanding the part of such Lender to demand compensation pursuant to this Section 3.2 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that foregoing, the Borrower 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 or the LC Issuer notifies the Borrower of the Change in Law or change in the Risk-Based Capital Guidelines giving rise to such shortfall and of such Lender’s or the 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 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Changes in Capital Adequacy Regulations. If a Lender determines that (i) the amount of capital or liquidity required or expected to be maintained by such Lender or Lender, any Lending Installation of such Lender, Lender or any corporation or holding company controlling such Lender is increased as a result of a “Change” (aas defined below), and (ii) a Change such increase in Law or (b) any change after the date of this Agreement capital will result in an increase in the Risk-Based Capital Guidelinescost to Lender of maintaining its Revolving Loan Commitment, the Loans, L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, then, within fifteen (15) days after receipt by the Borrower of written demand by such LenderLender pursuant to Section 4.5, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity which such Lender determines is attributable to this Agreement, its outstanding Revolving Loans Loans, its L/C Interests, the Letters of Credit or its Commitment obligation to make Revolving Loans, as the case may be, Loans hereunder (after taking into account such Lender’s policies as to capital adequacy or liquidityadequacy); provided, in each case that is attributable to such Change in Law or change in the Risk-Based Capital Guidelineshowever, as applicable. Failure or delay on the part of such Lender to demand compensation pursuant to this Section 3.2 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate pay any Lender additional amounts pursuant to this Section 3.2 for any shortfall suffered 4.2 incurred more than 270 90 days prior to the date that such of Lender’s demand therefor. “Change” means (i) any change after the date the Lender notifies the Borrower of the Change in Law or change became a party to this Agreement in the “Risk-Based Capital Guidelines giving rise to such shortfall and Guidelines” (as defined below) excluding, for the avoidance of such Lender’s intention to claim compensation therefor; provided furtherdoubt, 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 extended to include the period effect of retroactive effect thereofany phasing

Changes in Capital Adequacy Regulations. If a Lender determines that the amount of capital or liquidity required or expected to be maintained by such Lender or any Lending Installation of such Lender, or any corporation or holding company controlling such Lender is increased as a result of (a) a Change in Law or (b) any change after the date of this Agreement in the Risk-Based Capital Guidelines, then, within fifteen (15) days after demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity which such Lender determines is attributable to this Agreement, its outstanding Revolving Loans or its Commitment to make Revolving Loans, as the case may be, hereunder (after taking into account such LenderXxxxxx’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. Failure or delay on the part of such Lender to demand compensation pursuant to this Section 3.2 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender pursuant to this Section 3.2 for any shortfall suffered more than 270 days prior to the date that such Lender notifies the Borrower of the Change in Law or change in the Risk-Based Capital Guidelines giving rise to such shortfall and of such LenderXxxxxx’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 extended to include the period of retroactive effect thereof

Changes in Capital Adequacy Regulations. If a Lender determines that the amount of capital or liquidity required or expected to be maintained by such Lender or any Lending Installation of such Lender, or any corporation or holding company controlling such Lender is increased as a result of (ai) a Change in Law or (bii) any change on or after the date of this Agreement in the Risk-Based Capital Guidelines, then, within fifteen (15) days after demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity which such Lender determines is attributable to this Agreement, its outstanding Revolving Loans Outstanding Credit Exposure or its Commitment to make Revolving Loans, as the case may be, hereunder (after taking into account such Lender’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. Failure or delay on the part of such Lender to demand compensation pursuant to this Section 3.2 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender pursuant to this Section 3.2 for any shortfall suffered more than 270 days prior to the date that such Lender notifies the Borrower of the Change in Law or change in the Risk-Based Capital Guidelines giving rise to such shortfall and of such Lender’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 extended to include the period of retroactive effect thereof

Changes in Capital Adequacy Regulations. If a Lender determines that the amount of capital or liquidity required or expected to be maintained by such Lender or Lender, any Lending Installation of such Lender, Lender or any corporation or holding company controlling such Lender is increased as a result of (a) a Change in Law or (b) any change after the date of this Agreement in the Risk-Based Capital GuidelinesChange, then, within fifteen (15) 30 days after of demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity which such Lender determines is attributable to this Agreement, its outstanding Revolving Loans or its Commitment to make Revolving Loans, as the case may be, Loans hereunder (after taking into account such Lender’s 's policies as to capital adequacy or liquidityadequacy); PROVIDED, in each case HOWEVER, that is attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable. Failure or delay on the part of such (i) no Lender shall be entitled to demand compensation pursuant to or be compensated under this Section 3.2 shall not constitute a waiver to the extent that such compensation relates to any period of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender pursuant to this Section 3.2 for any shortfall suffered time more than 270 30 days prior to the date that upon which such Lender notifies first notified the Borrower of the Change in Law occurrence of the event entitling such Lender to such compensation (unless, and to the extent, that any such compensation so demanded shall relate to the retroactive application of any event so notified to the Borrower), and (ii) no Lender shall be entitled to demand compensation or change in be compensated under this Section 3.2 unless the Risk-Based Capital Guidelines circumstance giving rise to such the Lender's claim for compensation hereunder resulted in a shortfall and of in such Lender’s intention 's rate of return generally in respect to claim compensation therefor; provided further, that if similar borrowers in 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 extended to include the period of retroactive effect thereofUnited States. "Change" means (i) any

Changes in Capital Adequacy Regulations. If a Lender reasonably determines that the amount of capital or liquidity required or expected to be maintained by such Lender or Lender, any Lending Installation of such Lender, Lender or any corporation or holding company controlling such Lender is increased as a result of (a) a Change in Law or (b) any change after Change, and such increase will have the date effect of this Agreement in the Risk-Based Capital Guidelines, then, within fifteen (15) days after demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in reducing the rate of return on the portion such Lender's capital as a consequence of such increased capital or liquidity Lender's obligations hereunder to a level below that which such Lender determines is attributable to this Agreement, its outstanding Revolving Loans or its Commitment to make Revolving Loanssuch corporation, as the case may be, hereunder could have achieved but for such Change (after taking into account such Lender’s policies 's or such corporation's policies, as the case may be, with respect to capital adequacy or liquidityand any payments made to such Lender pursuant to Section 3.01 which relate to capital adequacy and assuming that such Lender's capital was fully utilized prior to such Change), in each case that is attributable then within 15 days of demand by such Lender, the Company shall pay to such Change in Law or change in the Risk-Based Capital GuidelinesAgent, as applicable. Failure or delay on for the part account of such Lender, such additional amount or amounts as will compensate such Lender for such reduction. If any Lender becomes entitled to demand compensation claim any additional amounts pursuant to this Section 3.2 3.02 it shall not constitute a waiver promptly notify the Company through the Agent of the event by reason of which it has become so entitled, but in any event within 90 days, after such Lender obtains actual knowledge thereof; PROVIDED that if such Lender fails to give such notice within the 90-day period after it obtains actual knowledge of such Lender’s right an event, such Lender shall, with respect to demand such compensation; provided that compensation in respect of any costs resulting from such event, only be entitled to payment for costs incurred from and after the Borrower shall not be required to compensate any Lender pursuant to this Section 3.2 for any shortfall suffered more than 270 date 90 days prior to the date that such Lender notifies does give such notice. A certificate setting forth in reasonable detail the Borrower computation of any additional amount payable pursuant to this Section 3.01, submitted by such Lender to the Change in Law or Company through the Agent, shall be delivered to the Company promptly after the initial incurrence of such additional amounts. "Change" means (i) any change after the Agreement Date in the Risk-Based Capital Guidelines giving rise to such shortfall and or (ii) any adoption of such Lender’s intention to claim compensation therefor; provided further, that if the Change in Law 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 or any Lending Institution. "Risk-Based Capital Guidelines giving rise Guidelines" means (i) the risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) 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 shortfall is retroactive, then regulations adopted prior to the 270-day period referred to above shall be extended to include the period date of retroactive effect thereofthis Agreement.

Changes in Capital Adequacy Regulations. If a Lender determines that the amount of capital or liquidity required or expected to be maintained by such Lender, any Lending Office of such Lender or any Lending Installation of such Lender, or any corporation or holding company controlling such Lender is increased as a result of (a) a Change in Law or (b) any change after the date of this Agreement in the Risk-Based Capital GuidelinesLaw, then, within fifteen (15) 10 days after of demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity which such Lender determines is attributable to this Agreement, its outstanding Revolving Loans or its Commitment obligation to make Revolving Loans, as the case may be, Loans hereunder (after taking into account such Lender’s policies as to capital adequacy or liquidityadequacy); provided, in each case however, that a Lender shall impose such cost upon the Borrower only if such Lender is attributable to generally imposing such Change in Law or change in the Risk-Based Capital Guidelines, as applicablecost on its other borrowers having similar credit arrangements. Failure or delay on the part of such any Lender to demand compensation pursuant to this Section 3.2 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate any a Lender pursuant to this Section 3.2 for any shortfall suffered increased costs or reductions incurred more than 270 180 days prior to the date that such Lender notifies the Borrower of the Change in Law or change in the Risk-Based Capital Guidelines giving rise to such shortfall increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided provided, further, that that, if the Change in Law or change in Risk-Based Capital Guidelines giving rise to such shortfall increased costs or reductions is retroactive, then the 270180-day period referred to above shall be extended to include indicate the period of retroactive effect thereof.