Common use of Increased Capital Costs Clause in Contracts

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issued) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender Party or any Person controlling such Lender Party, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitments or the Advances made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor.

Increased Capital Costs. If after the Original Effective Date any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitments Commitment or the Advances Loan made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender PartyLender’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender PartyLender, be otherwise disadvantageous to such Lender PartyLender. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender PartyLender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor.

Increased Capital Costs. If after the Effective Date any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitments Commitment or the Advances Loan made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender PartyLender’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender PartyLender, be otherwise disadvantageous to such Lender PartyLender. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender PartyLender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyXxxxxx’s intention to claim compensation therefor.

Increased Capital Costs. If after the Effective Date any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitments Commitment or its portion of the Advances Loan made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender PartyLender’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender PartyLender, be otherwise disadvantageous to such Lender PartyLender. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender PartyLender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases affects or would affect the amount of capital required or expected to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and such Lender determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitments or the Advances Borrowings made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately shall, within 5 days of its receipt of such notice, pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any ; provided, the Borrower shall only be obligated to pay such amounts to a Lender if such Lender is generally seeking payment in respect of such amounts from similar borrowers under similar circumstances and Borrower shall not be obligated to reimburse a Lender in respect of such amounts in respect of any period prior to such notice shall to the Borrower. A statement of such Lender as to any such additional amount or amounts (i) describe including calculations thereof in reasonable detail the capital adequacy or liquidity requirements which have been imposeddetail) shall, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessabsence of manifest error, be conclusive and binding on the Borrower. In determining such amount, such Lender Party may use any reasonable method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole and absolute discretion) shall deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitments Commitment or the Advances Loan made by such Lender Party (or in the case of the FEC Counterparty for purposes of Section 11.4(b), its obligations under the Loan Documents) is reduced to a level below that which such Lender Party or such controlling Person would have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender PartyLender’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender PartyLender, be otherwise disadvantageous to such Lender PartyLender. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender PartyLender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor.

Increased Capital Costs. If If, after the Original Effective Date, any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitments or the Advances Loan made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender PartyLender’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender PartyLender, be otherwise disadvantageous to such Lender PartyLender. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender PartyLender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitments Commitment or the Advances Loans made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s Lender's standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees will take all reasonable actions that are available to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) it to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not(including by designating a different LIBOR Office), provided that no Lender shall be obligated to designate a LIBOR Office located in the reasonable judgment of such Lender PartyUnited States. Notwithstanding the foregoing, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required obligated to compensate a reimburse any Lender Party pursuant to for any lowered return under this Section for any increased costs or reductions incurred more than three months 4.5 arising prior to 60 days preceding the date of request unless the applicable law or regulation is expressly imposed retroactively, in which case such notice shall be provided to the Borrower not later than 90 days after the date that such Lender Party notifies reasonably should have learned of such law or regulation (and in such case the Borrower of the circumstance giving rise Borrower's obligation to pay additional amounts to such reductions and Lender for such reduction for any period prior to such 60-day period is conditioned on the giving of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefortimely notice).

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, interpretation or reinterpretation or phase-in, in ofeach case after the date hereof, of any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases Governmental Authority affects or would affect the amount of capital required or reasonably expected to be maintained by any Lender Party Affected Person or any Person controlling such Lender Party, Affected Person and such Affected Person reasonably determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitments commitment or the Advances made by such Lender Party Affected Person is reduced to a level below that which such Lender Party Affected Person or such controlling Person would have achieved but for the occurrence of any such change in circumstance, then, in any such case upon after notice from time to time by such Lender Party Affected Person to Paradigm and the BorrowerIssuer, the Borrower Issuer shall immediately pay directly to such Lender Party additional amounts Paradigm and Paradigm shall pay an incremental commitment fee sufficient to compensate such Lender Party Affected Person or such controlling Person for such reduction in rate of return. Any ; PROVIDED, HOWEVER, that neither the Issuer nor Paradigm shall have any obligation to pay any such notice additional amount under this SECTION 3.07 with respect to any day or days unless such Affected Person shall have notified Paradigm and the Issuer of its demand therefor within forty-five (i45) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date days of the effectiveness thereof, (ii) set forth date upon which such Affected Person has obtained audited information with respect to the amount fiscal year of such lowered return, (iii) describe the manner Affected Person in which such day or days occurred. A statement of such Affected Person as to any such additional amount has been calculatedor amounts (including calculations thereof in reasonable detail), (iv) certify in the absence of manifest error, shall be conclusive and binding on Paradigm and the Issuer; and PROVIDED, FURTHER, that the method used initial payment of such increased commitment fee shall include a payment for accrued amounts due under this SECTION 3.07 prior to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessinitial payment. In determining such additional amount, such Lender Party Affected Person may use any method of averaging and attribution that it shall, subject (in its reasonable discretion) shall deem applicable so long as it applies such method to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation thereforother similar transactions.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases after the Original Effective Date affects or would affect the amount of capital required or expected to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and such Lender determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitments Commitments, issuance of or participation in Letters of Credit or the Advances Loans made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the BorrowerBorrowers, the Borrower shall immediately Borrowers shall, jointly and severally, pay directly to such Lender Party within five Business Days additional amounts sufficient to compensate such Lender Party or such controlling Person on an after-tax basis for such reduction in rate of return. Any ; provided, however, that no Borrower shall have any obligation to pay any such notice additional amount under this Section 5.5 with respect to any such change unless such Lender shall (i) describe in reasonable detail have notified the capital adequacy applicable Borrower of its demand within 90 days after the date upon which such Lender or liquidity requirements which have been imposed, together such controlling Person has obtained audited financial statements with respect to the approximate date of the effectiveness thereof, (ii) set forth the amount fiscal year of such lowered return, (iii) describe the manner Lender or such controlling Person in which such amount has been calculated, change occurred. Such Lender or controlling Person shall promptly notify the Administrative Agent and the Borrowers in writing of the occurrence of any such reduction (iv) certify that but in no event later than the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in date by which such Lender Party does businessor controlling Person may demand payment therefor pursuant to the immediately preceding sentence). A statement of such Lender as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on each Borrower. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole and absolute discretion) shall deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitments Commitment or the Advances Loans made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender PartyLender’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender PartyLender, be otherwise disadvantageous to such Lender PartyLender. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender PartyLender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender Party or any Person controlling such Lender Party, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitments or the Advances made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases Regulatory Authority, in each case occurring after the applicable Term Loan Lender becomes a Term Loan Lender hereunder, affects or would affect the amount of capital required or expected to be maintained by any Term Loan Lender Party or any Person controlling such Lender PartyTerm Loan Lender, and such Term Loan Lender determines (in good faith but in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of its the Term Loan Commitments or the Advances Term Loans made by such Term Loan Lender Party is reduced to a level below that which such Term Loan Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Term Loan Lender Party to the BorrowerBorrower (which notice such Term Loan Lender shall use all commercially reasonable efforts to deliver to the Borrower within 90 days of the occurrence of any such event and which notice shall in any event be delivered no later than 120 days after the annual audited financial statements are reported for the fiscal year of such Term Loan Lender ended following the payment and performance in full of all Obligations, the termination of all Commitments and the expiration of all Revolving Credit Letters of Credit), the Borrower shall immediately pay directly to such Term Loan Lender Party additional amounts sufficient to compensate such Term Loan Lender Party or such controlling Person for such reduction in rate of return. Any A statement of such notice shall Term Loan Lender as to any such additional amount or amounts (i) describe including calculations thereof in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (iidetail) set forth the amount of shall be sent by such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Term Loan Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledgeBorrower and shall, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessabsence of manifest error, be conclusive and binding on the Borrower. In determining such amount, such Term Loan Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole and absolute discretion) shall deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases affects or would affect the amount of capital required or expected to be maintained by any Lender Party or any Issuing Bank or any Person controlling such Lender Partyparty, and such Lender or Issuing Bank determines (in its sole discretion) that the rate of return on its or such controlling Person’s capital as a consequence of its Commitments or the Advances Borrowings made by such Lender Party or Issuing Bank is reduced to a level below that which such Lender Party or Issuing Bank or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party or Issuing Bank to the Borrower, the Borrower shall immediately pay directly to such Lender Party or Issuing Bank, within fifteen days, additional amounts sufficient to compensate such Lender Party or Issuing Bank or such controlling Person for such reduction in rate of return; provided, however, that such Lender or Issuing Bank shall designate a different Domestic or Eurodollar Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole discretion of such Lender or Issuing Bank, be otherwise disadvantageous to such Lender or Issuing Bank. Any A statement of such notice shall Lender or Issuing Bank as to any such additional amount or amounts (i) describe including calculations thereof in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date detail) shall be rebuttable presumptive evidence of the effectiveness thereof, (ii) set forth amount payable by the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessBorrower. In determining such amount, such Lender Party or Issuing Bank may use any reasonable method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole discretion) shall deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor.

Increased Capital Costs. If after the date hereof (or, with respect to any Competitive Bid Loan, the date of the Competitive Bid Loan Offer with respect thereto), there shall be any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases affects or would affect the amount of capital required or expected to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and such Lender determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitments Revolving Loan Commitment, issuance of or participation in Letters of Credit or the Advances Loans made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately shall, within fourteen days of its receipt of such notice from such Lender, pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any ; provided, however, that the Borrower shall have no obligation to pay any such notice additional amount with respect to any day or days unless such Lender shall (i) describe in reasonable detail have notified the capital adequacy or liquidity requirements which have been imposed, together with the approximate date Borrower of its demand therefor within 60 days of the effectiveness thereof, (ii) set forth date upon which such Lender has obtained audited information with respect to the amount fiscal year of such lowered return, (iii) describe the manner Lender in which such amount has been calculatedday or days occurred; provided further, (iv) certify however, that the method used to calculate such amount is each such Lender Party’s standard method will use all reasonable efforts to obtain such audited information in a timely manner. A statement of calculating such amount, (v) certify that such request for Lender as to any such additional amount or amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (viincluding calculations thereof in reasonable detail) certify thatshall, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessabsence of manifest error, be conclusive and binding on the Borrower. In determining such amount, such Lender Party may use any reasonable method of averaging and attribution that it shall, subject to the foregoing sentence, shall deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor.

Increased Capital Costs. If any change in, Change in Law affects or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issued) of any court, central bank, regulator or other governmental authority increases would affect the amount of capital required or expected to be maintained by any Lender Party or any Person controlling any Lender, and such Lender Party, determines (in good faith but in its sole and absolute discretion) that the rate of return on its or such controlling Person’s capital as a consequence of its Commitments the Commitment or the Advances Loans made by such Lender Party it hereunder is reduced to a level below that which such Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case then upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately within five days following receipt of such notice pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date A statement of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used any Lender as to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for any such additional amount or amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify thatshall, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessabsence of manifest error, be conclusive and binding on the Borrower. In determining such amount, such a Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole and absolute discretion) shall deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section 4.2 shall not constitute a waiver of such Lender PartyLender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section 4.2 for any increased costs or reductions incurred such compensation suffered more than three nine months prior to the date that such Lender Party notifies the Borrower of the circumstance Change in Law giving rise to such reductions increased costs or reductions, and of such Lender PartyLender’s intention to claim compensation therefor; provided further therefor (except that, if the circumstance Change in Law giving rise to such reductions claim for compensation is retroactive, then the threenine-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor).

Increased Capital Costs. If after the Effective Date any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitments Commitment or the Advances Loan made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender PartyLender’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender PartyLender, be otherwise disadvantageous to such Lender PartyLender. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender PartyLender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases Regulatory Authority, in each case occurring after the applicable Term Loan Lender becomes a Term Loan Lender hereunder, affects or would affect the amount of capital required or expected to be maintained by any Term Loan Lender Party or any Person controlling such Lender PartyTerm Loan Lender, and such Term Loan Lender determines (in good faith but in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitments or the Advances Term Loans made by such Term Loan Lender Party is reduced to a level below that which such Term Loan Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Term Loan Lender Party to the BorrowerBorrower (which notice such Term Loan Lender shall use all commercially reasonable efforts to deliver to the Borrower within 90 days of the occurrence of any such event and which notice shall in any event be delivered no later than 120 days after the annual audited financial statements are reported for the fiscal year of such Term Loan Lender ended following the payment and performance in full of all Obligations, the termination of all Commitments and the expiration of all Revolving Credit Letters of Credit), the Borrower shall immediately pay directly to such Term Loan Lender Party additional amounts sufficient to compensate such Term Loan Lender Party or such controlling Person for such reduction in rate of return. Any A statement of such notice shall Term Loan Lender as to any such additional amount or amounts (i) describe including calculations thereof in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (iidetail) set forth the amount of shall be sent by such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Term Loan Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledgeBorrower and shall, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessabsence of manifest error, be conclusive and binding on the Borrower. In determining such amount, such Term Loan Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole and absolute discretion) shall deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law law) of any court, central bank, regulator or other governmental authority affects or would affect the liquidity or the amount of capital required or expected to be maintained by any Lender or any Issuing Bank or any Person controlling such party, and such Lender or Issuing Bank determines (in its sole discretion) that the rate of return on its or such controlling Person’s capital as a consequence of its Commitments or the Borrowings made by such Lender or Issuing Bank is reduced to a level below that which such Lender or Issuing Bank or such controlling Person could have achieved but for the avoidance occurrence of doubtany such circumstance, then, in any such case upon notice from time to time by such Lender or Issuing Bank to the Borrower, the Borrower shall pay directly to such Lender or Issuing Bank, within fifteen days, additional amounts sufficient to compensate such Lender or Issuing Bank or such controlling Person for such reduction in rate of return; provided, however, that such Lender or Issuing Bank shall designate a different Domestic or Eurodollar Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole discretion of such Lender or Issuing Bank, be otherwise disadvantageous to such Lender or Issuing Bank. A statement of such Lender or Issuing Bank as to any such additional amount or amounts (including calculations thereof in reasonable detail and supporting documentation) shall be rebuttable presumptive evidence of the amount payable by the Borrower. In determining such amount, such Lender or Issuing Bank may use any changes resulting from reasonable method of averaging and attribution that it (iin its sole discretion) requestsshall deem applicable. For the purposes of this Section 4.5, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxx Xxxxx Xxxx Wall Street Reform and Consumer Protection Act Act, Basel III and (ii) all rules, regulations, orders, requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, authorities in each case pursuant connection therewith are deemed to Basel III, have been adopted and in each case for both clauses (i) and (ii), regardless of gone into effect after the date enacted, adopted or issued) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender Party or any Person controlling such Lender Party, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitments or the Advances made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Partythis Agreement. Failure or delay on the part of any Lender Party or Issuing Bank to demand compensation pursuant to this Section 4.5 shall not constitute a waiver of such Lender PartyLender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party or Issuing Bank pursuant to this Section 4.5 for any increased costs incurred or reductions incurred suffered more than three months 90 days prior to the date that such Lender Party or Issuing Bank, as the case may be, notifies the Borrower of the circumstance change in law giving rise to such reductions increased costs or reductions, and of such Lender PartyLender’s or Issuing Bank’s intention to claim compensation therefor; provided further therefor (except that, if the circumstance change in law giving rise to such increased costs or reductions is retroactive, then the three-month 90 day period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor).

Increased Capital Costs. If If, after the Original Effective Date, any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitments or the Advances Loan made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender PartyLender’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender PartyLender, be otherwise disadvantageous to such Lender PartyLender. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender PartyLender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases Regulatory Authority, in each case occurring after the applicable Revolving Credit Lender becomes a Revolving Credit Lender hereunder, affects or would affect the amount of capital required or expected to be maintained by any Revolving Credit Lender Party or any Person controlling such Lender PartyRevolving Credit Lender, and such Revolving Credit Lender determines (in good faith but in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitments the Revolving Credit Commitments, issuance of the participation in Revolving Credit Letters of Credit or the Advances Revolving Credit Loans made by such Revolving Credit Lender Party is reduced to a level below that which such Revolving Credit Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Revolving Credit Lender Party to the BorrowerRevolving Credit Borrowers (which notice such Revolving Credit Lender shall use all commercially reasonable efforts to deliver to the Borrower within 90 days of the occurrence of any such event and which notice shall in any event be delivered no later than 120 days after the annual audited financial statements are reported for the fiscal year of such Revolving Credit Lender ended following the payment and performance in full of all Obligations, the Borrower termination of all Commitments and the expiration of all Revolving Credit Letters of Credit), the Revolving Credit Borrowers shall be jointly and severally obligated to immediately pay directly to such Revolving Credit Lender Party additional amounts sufficient to compensate such Revolving Credit Lender Party or such controlling Person for such reduction in rate of return. Any A statement of such notice shall Revolving Credit Lender as to any such additional amount or amounts (i) describe including calculations thereof in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (iidetail) set forth the amount of shall be sent by such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Revolving Credit Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledgeRevolving Credit Borrowers and shall, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessabsence of manifest error, be conclusive and binding on the Revolving Credit Borrowers. In determining such amount, such Revolving Credit Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole and absolute discretion) shall deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, interpretation or reinterpretation or phase-in, in ofeach case after the date hereof, of any law or regulation, directive, guideline, accounting rule, decision or request (whether or not having the force of law law) of any court, central bank, regulator or other Governmental Authority affects or would affect the amount of capital required or reasonably expected to be maintained by a Lender or any Person controlling a Lender and such Lender reasonably determines that the rate of return on its or such controlling Person’s capital as a consequence of its commitment or the purchases of Loans or the maintenance of the Class A Loans or the Class B Loans, as applicable, by such Lender is reduced to a level below that which such Lender or such controlling Person would have achieved but for the avoidance occurrence of doubtany such circumstance, then, in any such case after notice from time to time by such Lender to the Borrower, the Borrower shall pay to such Lender incremental fees sufficient to compensate such Lender or such controlling Person for such reduction in rate of return. A statement of a Lender as to any such additional amount or amounts (including calculations thereof in reasonable detail), in the absence of manifest error, shall be conclusive and binding on the Borrower; and provided, further, that the initial payment of such increased commitment fee shall include a payment for accrued amounts due under this Section 3.04 prior to such initial payment. In determining such additional amount, a Lender may use any changes resulting from method of averaging and attribution that it shall reasonably deem applicable so long as it applies such method to other similar transactions. Notwithstanding anything herein to the contrary, (ix) the Dodx-Xxaxx Xxxx Xxreet Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy thereunder or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act therewith and (iiy) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and shall in each case be deemed to be a change in law for both clauses (i) and (ii)purposes of this Section 3.04, regardless of the date enacted, adopted or issued) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender Party or any Person controlling such Lender Party, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitments or the Advances made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor.

Increased Capital Costs. If after the Effective Date any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental government authority increases affects or would affect the amount of capital required or expected to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and such Lender determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitments or the Advances Loans made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately within five days of its receipt thereof pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any Such Lender shall promptly and in no event later than ninety days after its knowledge of any such event notify the Agent and the Borrower of the occurrence of any such event; PROVIDED, HOWEVER, no Lenders may make any demand for any such amounts accrued under this SECTION 5.5 for any period commencing more than ninety days prior to the receipt by the Borrower of any such notice shall or, should such cost have accrued retroactively, within ninety days of the determination by such Lender of such cost. A statement of such Lender as to any such additional amount or amounts (i) describe including calculations thereof in reasonable detail the capital adequacy or liquidity requirements which have been imposeddetail) shall, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessabsence of manifest error, be conclusive and binding on the Borrower. In determining such amount, such Lender Party may use any reasonable method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole and absolute discretion) shall deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor.SECTION 5.6

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases authority, in each case occurring after (i) in the case of any such change, introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in in respect of Committed Loans, the applicable Lender becomes a Lender hereunder, and (ii) in the case of any such change, introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in in respect of Uncommitted Foreign Currency Revolving Loans, the date on which such Lender submitted an Uncommitted Foreign Currency Interest Quote in respect of such Uncommitted Foreign Currency Revolving Loan pursuant to Section 2.4, affects or would affect the amount of capital required or expected to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and such Lender determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitments Commitments, participation in Letters of Credit or the Advances Loans made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the BorrowerCompany, which such Lender shall give promptly upon its obtaining actual knowledge of such circumstance (provided that the rights and benefits of such Lender under this clause relating to any period prior to such failure to give prompt notice shall not be limited or otherwise adversely affected as a result of such failure), the applicable Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any A statement of such notice shall Lender as to any such additional amount or amounts (i) describe including calculations thereof in reasonable detail the capital adequacy or liquidity requirements which have been imposeddetail) shall, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessabsence of manifest error, be conclusive and binding on the Borrowers. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole and absolute discretion) shall deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not; provided, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies may not impose materially greater costs on the Borrower Borrowers than on other similarly situated borrowers by virtue of the circumstance giving rise to any such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation thereforaveraging or attribution method.

Increased Capital Costs. The Obligors shall pay directly to each Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs that such Lender determines are attributable to its making, funding or maintaining the Advances, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Advances (such increases in costs and reductions in amounts receivable being herein called “Increased Costs”), resulting from any Regulatory Change that imposes or modifies or deems applicable any reserve, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender. Determinations and allocations made by any such Lender for purposes of this Section 4.4 of the effect of any Regulatory Change on its costs or rate of return of maintaining its Advances, or on amounts receivable by it in respect of its Advances, and of the amounts required to compensate such Lender under this Section 4.4, shall be made by such Lender on a reasonable basis and be conclusive and binding on the Obligors absent manifest error. Any payment required to be made under this Section 4.4 shall be made on the next occurring Payment Date. If any Lender shall determine that any change inafter the Closing Date in any law, rule, regulation or guideline adopted pursuant to or arising out of (A) the July 1988 report of the Basel Committee on Banking Supervision entitled “International Convergence of Capital Measurement and Capital Standards”, or (B) the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and proposal for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity New Basel Capital Accord issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authorityas revised from time to time, the “New Accord”) or the United States adoption after the Closing Date of any other law, rule, regulation or foreign regulatory authoritiesguideline regarding capital adequacy, in each case pursuant or the implementation after the Closing Date of any such law, rule, regulation or guideline adopted but not initially implemented prior to Basel IIIthe Closing Date, and in each either case for both clauses affecting such Lender (iincluding, but not limited to, any rule to be so adopted or so implemented with respect to recourse, residuals, liquidity commitments or direct credit substitutes, the “New Rules”) and (ii), regardless or any change after the Closing Date in any of the date enacted, adopted foregoing or issued) in the enforcement or interpretation or administration of any courtof the foregoing by any Governmental Authority charged with the enforcement or interpretation or administration thereof, central bank, regulator or other governmental authority increases the amount of capital required to be maintained compliance by any Lender Party with any request or directive of any Person controlling such Lender PartyGovernmental Authority regarding capital adequacy, and has or would have the effect of reducing the rate of return on its or such controlling PersonLender’s capital as a consequence of its Commitments the making or the Advances made by such Lender Party is reduced maintaining any Advance under this Agreement to a level below that which such Lender Party or such controlling Person would could have achieved but for the occurrence of any such adoption, change in circumstanceor compliance (taking into consideration such Lender’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then, in any upon written demand by such case upon notice Lender, the Obligors shall, within thirty (30) days of notification by such Lender, pay to such Lender, from time to time time, such additional amount or amounts as will compensate such Lender for any such reduction suffered. Each Obligor acknowledges to each Lender that such Lender is providing no assurance that the committed liquidity support provided with respect to this Agreement will be assigned a zero percent credit-conversion factor under risk-based capital guidelines adopted by the applicable bank regulatory authorities in response to the framework therefor announced in July, 1988 by the Basel Committee on Banking Regulations and Supervisory Practices or in response to the New Accord or under the New Rules. Each Lender will furnish to the Obligors a certificate setting forth the basis and amount of each request by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Partycompensation under this Section 4.4. Failure or delay on the part of any Lender Party to demand request compensation pursuant to this Section 4.4 shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower no Obligor shall not be required to compensate a any Lender Party pursuant to this Section 4.4 for any increased costs Increased Costs incurred or reductions incurred suffered more than three months ninety (90) days prior to the date that such Lender Party notifies the Borrower of the circumstance Regulatory Change or New Rules, as applicable, giving rise to such Increased Costs or reductions and of such Lender PartyLender’s intention to claim request compensation therefor; provided further therefor (except that, if the circumstance a Regulatory Change or New Rules, as applicable, giving rise to such Increased Costs or reductions is retroactive, then the threeninety-month day period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor).

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases authority, in each case occurring after (i) in the case of any such change, introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in in respect of Committed Loans, the applicable Lender becomes a Lender hereunder, and (ii) in the case of any such change, introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in in respect of Uncommitted Revolving Loans, the date upon which such Lender submitted an Uncommitted Interest Quote in respect of such Uncommitted Revolving Loan pursuant to Section 2.4, affects or would affect the amount of capital required or expected to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and such Lender determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitments Commitments, participation in Letters of Credit, acceptance of or funding of Canadian BAs or the Advances Loans made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the BorrowerCompany, the applicable Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any A statement of such notice shall Lender as to any such additional amount or amounts (i) describe including calculations thereof in reasonable detail the capital adequacy or liquidity requirements which have been imposeddetail) shall, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessabsence of manifest error, be conclusive and binding on the Borrowers. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole and absolute discretion) shall deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not; provided, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies may not impose materially greater costs on the Borrower Borrowers than on other similarly situated borrowers by virtue of the circumstance giving rise to any such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation thereforaveraging or attribution method.

Increased Capital Costs. If any change in, or the ----------------------- introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases affects or would affect the amount of capital required or expected to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and such Lender determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitments Commitment or the Advances made Loans made, or the Letters of Credit issued or participated in, by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon so long as such Lender shall then be taking the same action with respect to all other similar loans it may have outstanding to other borrowers, within ten Business Days following notice from time to time by such Lender Party to the BorrowerBorrowers, the Borrower Borrowers shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return; provided, however, that the Borrowers shall have no obligation to make any -------- ------- payment to any Lender under this Section 4.5 unless the Borrowers receive notice of such reduction in rate of return within six months after the reduced rate of return is realized. Any A statement of such notice shall Lender as to any such additional amount or amounts (i) describe including calculations thereof in reasonable detail the capital adequacy or liquidity requirements which have been imposeddetail) shall, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessabsence of manifest error, be conclusive and binding on the Borrowers. In determining such amount, such Lender Party may use any reasonable method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole and absolute discretion) shall deem applicable. Each Any Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of claiming any Lender Party to demand compensation amounts payable pursuant to this Section shall not constitute a waiver use its commercially reasonable efforts (including to change its applicable lending office with respect to some or all of such Lender Party’s right its LIBO Rate Loans) to demand such compensation; provided that avoid or materially reduce any amounts which the Borrower shall not be required Borrowers are obligated to compensate a Lender Party pay pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that 4.5, so long as such Lender Party notifies the Borrower of the circumstance giving rise to will not be materially disadvantaged and such reductions and of change is not inconsistent with such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation thereforLender's internal policies.

Increased Capital Costs. If any change in, Change in Law affects or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from would (i) requestsaffect the amount of capital required or reasonably expected to be maintained by any Affected Person or any Person controlling such Affected Person or (ii) subject any Affected Person or any Person controlling such Affected Person to any Taxes (other than Class A-1 Taxes and Non-Excluded Taxes, rulesin each case, guidelines imposed on or directives concerning with respect to any payment made by or on account of any obligation of the Co-Issuers under this Agreement or any Related Document) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital adequacy attributable thereto, and such Affected Person determines in its sole and absolute discretion that the rate of return on its or liquidity such controlling Person’s capital as a consequence of its commitment hereunder or under a Program Support Agreement or the Advances, Swingline Loans or Letters of Credit made or issued by such Affected Person is reduced to a level below that which such Affected Person or such controlling Person would have achieved but for the occurrence of any such circumstance, then, in connection any such case after notice from time to time by such Affected Person (or in the case of an L/C Issuing Bank, by the L/C Provider) to the related Funding Agent and the Co-Issuers (or, in the case of the Swingline Lender or the L/C Provider, to the Co-Issuers), the Co-Issuers jointly and severally shall deposit into the Collection Account within five (5) Business Days of the Co-Issuers’ receipt of such notice, to be payable as Class A-1 Senior Notes Other Amounts, subject to and in accordance with the Priority of Payments, to the Administrative Agent and by the Administrative Agent to such Funding Agent (or, in the case of the Swingline Lender or the L/C Provider, directly to such Person) and such Funding Agent shall pay to such Affected Person, such amounts (“Increased Capital Costs”) as will be sufficient to compensate such Affected Person or such controlling Person for such reduction in rate of return; provided that with respect to any notice given to the Co-Issuers under this Section 3.07 the Co-Issuers shall not be under any obligation to pay any amount with respect to any period prior to the date that is 90 days prior to such notice if the relevant Affected Person knew or could reasonably have been expected to know of the Change in Law; provided further that the foregoing limitation shall not apply to any increased costs or reductions in rate of return arising out of any retroactive application of any Change in Law within such 90-day period. A statement of such Affected Person as to any such additional amount or amounts (including calculations thereof in reasonable detail), in the absence of manifest error, shall be conclusive and binding on the Co-Issuers. In determining such additional amount, such Affected Person may use any method of averaging and attribution that it (in its reasonable discretion) shall deem applicable so long as it applies such method to other similar transactions. For purposes of this Agreement, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all regulations, requests, guidelines or directives issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case case, pursuant to Basel III, are deemed to have gone into effect and in each case for both clauses (i) and (ii), regardless of the date enacted, been adopted or issued) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender Party or any Person controlling such Lender Party, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitments or the Advances made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior subsequent to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation thereforhereof.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitments Commitment or the Advances Loan made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender PartyLender’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender PartyLender, be otherwise disadvantageous to such Lender PartyLender. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender PartyLender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor.. (NY) 18002/039/SOLSTICE4/solstice.4.loan.agt.doc

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases Governmental Authority after the Closing Date affects or would affect the amount of capital required or expected to be maintained by any the Lender Party or any Person controlling such Lender Partythe Lender, and the Lender determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitments or the Advances made by such the Lender Party is reduced to a level below that which such the Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such the Lender Party to the Borrower, the Borrower shall immediately pay directly to the Lender, on the Distribution Date following its receipts of such Lender Party notice, additional amounts sufficient to compensate such the Lender Party or such controlling Person on an after-tax basis for such reduction in rate of return. Any ; provided, however, that the Borrower shall not have any obligation to pay any such notice additional amount under this Section 2.15 with respect to any day or days unless the Lender shall (i) describe in reasonable detail have notified the capital adequacy or liquidity requirements which have been imposed, together with the approximate date Borrower of its demand therefor within 45 days of the effectiveness thereof, (ii) set forth date upon which the amount Lender has obtained audited information with respect to the fiscal year of such lowered return, (iii) describe the manner Lender in which such amount has been calculated, (iv) certify that day or days occurred. A statement of the method used Lender as to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for any such additional amount or amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (viincluding calculations thereof in reasonable detail) certify thatshall, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessabsence of manifest error, be conclusive and binding on the Borrower. In determining such amount, such the Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole and absolute discretion) shall deem applicable. Each Lender Party agrees Such amounts to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that paid by the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to constitute "Carrying Charges" within the date that such Lender Party notifies the Borrower meaning of the circumstance giving rise to such reductions Base Indenture and of such Lender Party’s intention to claim compensation therefor; provided further that, if "Series 2000-1 Carrying Charges" within the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower meaning of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation thereforSeries 2000-1 Supplement.

Increased Capital Costs. If any change in, Change in Law affects or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issued) of any court, central bank, regulator or other governmental authority increases would affect the amount of capital required or reasonably expected to be maintained by any Lender Party Affected Person or any Person controlling such Lender Party, Affected Person and such Affected Person reasonably determines that the rate of return on its or such controlling Person’s capital as a consequence of its Commitments commitment or the Advances made by such Lender Party Affected Person hereunder is reduced to a level below that which such Lender Party Affected Person or such controlling Person would have achieved but for the occurrence of any such change Change in circumstanceLaw, then, in any such case upon after notice from time to time by such Lender Party Affected Person to the Borrowerrelated Funding Agent and HVF, the Borrower HVF shall immediately pay directly to such Lender Party additional amounts Funding Agent and such Funding Agent shall pay to such Affected Person an incremental commitment fee sufficient to compensate such Lender Party Affected Person or such controlling Person for such reduction in rate of returnreturn to the extent that the increased costs for which such Affected Person is being compensated are allocable to the existence of such Affected Person’s Commitment hereunder. Any A statement of such notice shall Affected Person as to any such additional amount or amounts (i) describe including calculations thereof in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would notdetail), in the reasonable judgment absence of manifest error, shall be conclusive and binding on HVF; and provided, that the initial payment of such Lender Party, be otherwise disadvantageous increased commitment fee shall include a payment for accrued amounts due under this Section 3.07 prior to such Lender Partyinitial payment. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower HVF shall not be required under any obligation to compensate a Lender Party pursuant to any Affected Person under this Section for any 3.07 with respect to such increased costs or reductions incurred more than three months that arose during any period prior to the date that is 180 days prior to such Lender Party notifies Affected Person’s notice being delivered to HVF, except that the Borrower foregoing limitation shall not apply to any increased costs arising out of the circumstance giving rise retroactive application of any Change in Law within such 180-day period. If, after the payment of any amounts on account of increased costs by HVF, any applicable law, rule or regulation in respect of which a payment was made is thereafter determined to be invalid or inapplicable to such reductions and Affected Person, then such Affected Person shall, within 60 days after such determination, repay any amounts paid to it by HVF hereunder in respect of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation thereforChange in Law.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases authority, in each case occurring after (i) in the case of any such change, introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in in respect of any Committed Loan, the date upon which the applicable Lender became a Lender hereunder and (ii) in the case of any such change, introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in in respect of any Uncommitted Revolving Loan, the date upon which the applicable Lender submitted an Uncommitted Interest Quote in respect of such Uncommitted Revolving Loan pursuant to Section 2.8, affects or would affect the amount of capital required or expected to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and such Lender determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitments or Commitments, participation in Letters of Credit, the Advances Loans made by such Lender Party Lender, in each case to or at the request of such Borrower, is reduced to a level below that which such Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the BorrowerBorrowers, the such Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any A statement of such notice shall Lender as to any such additional amount or amounts (i) describe including calculations thereof in reasonable detail the capital adequacy or liquidity requirements which have been imposeddetail) shall, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessabsence of manifest error, be conclusive and binding on the Borrowers. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole and absolute discretion) shall deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not; provided, in the reasonable judgment of such Lender Partyhowever, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies may not impose materially greater costs on the Borrower Borrowers than on other similarly situated borrowers by virtue of the circumstance giving rise to any such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation thereforaveraging or attribution method.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitments Commitment or the Advances Loan made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender PartyLender’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a NYDOCS02/877859.5 27 designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender PartyLender, be otherwise disadvantageous to such Lender PartyLender. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender PartyLender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor.

Increased Capital Costs. If any change in, Change in Law affects or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issued) of any court, central bank, regulator or other governmental authority increases would affect the amount of capital required to be maintained by any Lender Party Affected Person or any Person controlling such Lender Party, Affected Person and such Affected Person determines that the rate of return on its or such controlling Person’s capital as a consequence of its Commitments commitment or the Advances Advances, Swingline Loans or Letters of Credit made or issued by such Lender Party Affected Person is reduced to a level below that which such Lender Party Affected Person or such controlling Person would have achieved but for the occurrence of any such change in circumstance, then, in any such case upon after notice from time to time by such Lender Party Affected Person (or in the case of an L/C Issuing Bank, by the L/C Provider) to the Borrowerrelated Funding Agent and the Co-Issuers (or, in the case of the Swingline Lender or the L/C Provider, to the Co-Issuers), the Borrower Co-Issuers jointly and severally shall immediately pay to such Funding Agent (or, in the case of the Swingline Lender or the L/C Provider, directly to such Lender Party additional Person) and such Funding Agent shall pay to such Affected Person, on or before 15 days after the Co-Issuers’ receipt of such notice, such amounts (“Increased Capital Costs”) as will be sufficient to compensate such Lender Party Affected Person or such controlling Person for such reduction in rate of return. Any A statement of such notice shall Affected Person as to any such additional amount or amounts (i) describe including calculations thereof in reasonable detail the capital adequacy or liquidity requirements which have been imposeddetail), together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessabsence of manifest error, shall be conclusive and binding on the Co-Issuers. In determining such additional amount, such Lender Party Affected Person may use any method of averaging and attribution that it shall(in its reasonable discretion) shall deem applicable so long as it applies such method to other similar transactions. The applicable Funding Agent shall give the Co-Issuers and the Servicer prompt written notice of any event which results in Increased Capital Costs (provided, subject that such Funding Agent shall be obligated to deliver such written notice only upon such Funding Agent’s obtaining actual knowledge of the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy accurate and legal and regulatory restrictions) to designate a different Lending Office if the making complete amount of such a designation would avoid such reduction in such rate of return Increased Capital Costs) and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section Co-Issuers shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section have no liability for any increased costs or reductions incurred Increased Costs which accrue more than three months 365 days prior to the date that time the applicable Funding Agent gives such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefornotice.

Increased Capital Costs. If any change in, or the ----------------------- introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases affects or would affect the amount of capital required or expected to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and such Lender determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitments or the Advances Borrowings made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately shall, within 5 days of its receipt of such notice, pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any ; provided, the Borrower shall only be obligated to pay such amounts to a Lender if such Lender is generally seeking payment in respect of such amounts from similar borrowers under similar circumstances and Borrower shall not be obligated to reimburse a Lender in respect of such amounts in respect of any period prior to such notice shall (i) describe to the Borrower. A statement of such Lender as to any such additional amount or amounts calculations thereof in reasonable detail the capital adequacy or liquidity requirements which have been imposeddetail) shall, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessabsence of manifest error, be conclusive and binding on the Borrower. In determining such amount, such Lender Party may use any reasonable method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole and absolute discretion) shall deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitments Commitment or the Advances Loan made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender PartyLender’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender PartyLender, be otherwise disadvantageous to such Lender PartyLender. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender PartyLender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party (NY) 18002/039/SOLSTICE2/solstice.2.loan.agt.doc notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitments Commitment or the Advances Loan made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender PartyLender’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender PartyLender, be otherwise disadvantageous to such Lender PartyLender. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender PartyLender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor.

Increased Capital Costs. 4.5 If after the Effective Date any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases affects or would affect the amount of capital required or expected to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and such Lender determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitments Commitment or the Advances Loans made by such Lender Party is reduced to a level materially below that which such Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the BorrowerBorrower but in no event later than 180 days after such Lender makes such determination, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return; provided, however, that the Borrower shall not be required to make such payment if such Lender does not provide notice of such determination within 180 days thereof. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date A certificate of the effectiveness thereof, (ii) set any Lender claiming compensation under this Section and setting forth the additional amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used or amounts to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject be paid to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry it hereunder shall be conclusive in the jurisdictions in which such Lender Party does businessabsence of manifest error. In determining such amount, such Lender Party may use any reasonable averaging and attribution methods. A statement of such Lender as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the absence of manifest error or written objection by the Borrower within 10 days after its receipt of such statement, be conclusive. In determining such amount, such Lender may use any reasonable method of averaging and attribution that it shall, subject to the foregoing sentence, shall deem applicable. Each Lender Party agrees will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to use reasonable efforts (consistent with its internal policy compensation pursuant to this Section and legal and regulatory restrictions) to will designate a different Lending Office lending office if such designation will avoid the making of need for, or reduce the amount of, such a designation would avoid such reduction in such rate of return compensation and would will not, in the reasonable judgment of such Lender PartyLender, be otherwise disadvantageous to such Lender. Any certificate delivered by a Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section 4.5 requesting compensation shall not constitute certify that such request for compensation is being made pursuant to a waiver of policy adopted by such Lender Party’s right to demand seek such compensation; provided that compensation generally from customers similar to the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that and having similar provisions in agreements with such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation thereforLender.

Increased Capital Costs. If after the Refunding Effective Date any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental government authority increases affects or would affect the amount of capital required or expected to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and such Lender determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitments or the Advances Loans made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately within five days of its receipt thereof pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any Such Lender shall promptly and in no event later than ninety days after its knowledge of any such event notify the Agent and the Borrower of the occurrence of any such event; PROVIDED, HOWEVER, no Lenders may make any demand for any such amounts accrued under this SECTION 5.5 for any period commencing more than ninety days prior to the receipt by the Borrower of any such notice shall or, should such cost have accrued retroactively, within ninety days of the determination by such Lender of such cost. A statement of such Lender as to any such additional amount or amounts (i) describe including calculations thereof in reasonable detail the capital adequacy or liquidity requirements which have been imposeddetail) shall, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessabsence of manifest error, be conclusive and binding on the Borrower. In determining such amount, such Lender Party may use any reasonable method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole and absolute discretion) shall deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases after the Prior Amendment Effective Date (or, in the case of a Lender that became a Lender on the Amendment Effective Date, the Amendment Effective Date) affects or would affect the amount of capital required or expected to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and such Lender determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitments Commitments, issuance of or participation in Letters of Credit or the Advances Loans made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the BorrowerBorrowers, the Borrower shall immediately Borrowers shall, jointly and severally, pay directly to such Lender Party within five Business Days additional amounts sufficient to compensate such Lender Party or such controlling Person on an after-tax basis for such reduction in rate of return. Any ; provided, however, that no Borrower shall have any obligation to pay any such notice additional amount under this Section 5.5 with respect to any such change unless such Lender shall (i) describe in reasonable detail have notified the capital adequacy applicable Borrower of its demand within 90 days after the date upon which such Lender or liquidity requirements which have been imposed, together such controlling Person has obtained audited financial statements with respect to the approximate date of the effectiveness thereof, (ii) set forth the amount fiscal year of such lowered return, (iii) describe the manner Lender or such controlling Person in which such amount has been calculated, change occurred. Such Lender or controlling Person shall promptly notify the Administrative Agent and the Borrowers in writing of the occurrence of any such reduction (iv) certify that but in no event later than the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in date by which such Lender Party does businessor controlling Person may demand payment therefor pursuant to the immediately preceding sentence). A statement of such Lender as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on each Borrower. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole and absolute discretion) shall deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor.

Increased Capital Costs. If any change in, Lender or the introduction, adoption, effectiveness, interpretation, reinterpretation Related Person determines that any Regulatory Requirement regarding liquidity or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issued) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender Party or any Person controlling such Lender Party, and or such Related Person has or would have the effect of reducing the rate of return on its capital of such Lender or such controlling Person’s capital Related Person as a consequence of its Commitments this Agreement, any Commitment or the Advances made by such Lender Party is reduced Loan hereunder to a level below that which such Lender Party or such controlling Related Person would could have achieved but for such Regulatory Requirement (taking into consideration the occurrence policies of any such change in circumstanceLender or such Related Person with respect to capital adequacy), then, in any such case upon notice then from time to time by the Borrower will pay to the Administrative Agent, on behalf of such Lender Party to the Borroweror any such Related Person, the Borrower shall immediately pay directly to such Lender Party additional amount or amounts sufficient to as will compensate such Lender Party or such controlling Related Person for any such reduction in its rate of return. Any such notice (c) Timing and Details of Demands. Each demand made pursuant to this Section 2.07 shall (i) describe be provided by a Lender or its Related Person to the Borrower in writing and shall state, in reasonable detail detail, the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would notreasons therefor and, in the reasonable judgment absence of such Lender Partymanifest error, shall be otherwise disadvantageous to such Lender Partyconclusive and binding on the Borrower. Failure or delay on the part of any Lender Party or Related Person to demand compensation pursuant to this Section 2.07 shall not constitute a waiver of any such Lender Partyor Related Person’s right to demand such compensation; provided that the Borrower shall not be required to compensate a such Lender Party or Related Person pursuant to this Section 2.07 for any increased costs or reductions incurred more than three nine months prior to the date that such Lender Party or Related Person notifies the Borrower of the circumstance Regulatory Requirement giving rise to such reductions thereto and of such Lender PartyLender’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions Regulatory Requirement is retroactive, then the threenine-month period referred to above in the preceding proviso shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor.. SECTION 2.08

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases authority, in each case occurring after the applicable Lender becomes a Lender hereunder, affects or would affect the amount of capital required or expected to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and such Lender determines (in its reasonable discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitments Commitments, participation in Letters of Credit or the Advances Loans made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, which such Lender shall give promptly upon its obtaining actual knowledge of such circumstances (provided that the rights and benefits of such Lender under this clause relating to any period to such failure to give prompt notice shall not be limited or otherwise adversely affected as a result of such failure), the Borrower shall immediately shall, within five days of its receipt thereof, pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any A statement of such notice shall Lender as to any such additional amount or amounts (i) describe including calculations thereof in reasonable detail the capital adequacy or liquidity requirements which have been imposeddetail) shall, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessabsence of manifest error, be conclusive and binding on the Borrower. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole and absolute discretion) shall deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that such Lender may not impose materially greater costs on the Borrower shall not be required to compensate a Lender Party pursuant to this Section for than on other similarly situated borrowers by virtue of any increased costs such averaging or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation thereforattribution method.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any Governmental Rule (including any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases authority), in each case after the Effective Date affects or would affect the amount of capital required or expected to be maintained by any Lender Party or Issuer or any Person controlling such Lender Partyor Issuer, and such Lender or Issuer determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitments Commitments, its issuance or maintenance of a Letter of Credit or its participation in a Letter of Credit, or the Advances Loans made by such Lender Party or Issuer is reduced to a level below that which such Lender Party or Issuer or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party or Issuer to the BorrowerBorrowers, the Borrower Borrowers jointly and severally shall immediately pay directly to such Lender Party or Issuer additional amounts sufficient to compensate such Lender Party Lender, such Issuer or such controlling Person for such reduction in rate of return. Any A statement by such notice shall Lender or Issuer as to any such additional amount or amounts (i) describe including calculations thereof in reasonable detail the capital adequacy or liquidity requirements which have been imposeddetail) shall, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessabsence of manifest error, be conclusive and binding on the Borrowers. In determining such amount, such Lender Party or Issuer may use any reasonable or customary method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole and absolute discretion) shall deem applicable. Each Lender Party agrees to shall use reasonable efforts (consistent with its internal policy policies and legal and regulatory restrictions) to designate select a different Lending Office jurisdiction for its applicable lending office or change the jurisdiction of applicable lending office, as the case may be, if such selection or change will avoid the making imposition of any amounts payable to such a designation would avoid Lender under this Section 4.5, provided that no such reduction in such rate selection or change of return and would notthe jurisdiction for its applicable lending office shall be made if, in the reasonable sole and absolute judgment of such Lender PartyLender, acting in good faith, such selection or change would be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation thereforprohibited by Governmental Rule.

Increased Capital Costs. If any change inRegulatory Change imposes, modifies, or deems applicable any capital adequacy, capital maintenance, or similar requirement (including a request or requirement which affects the introduction, adoption, effectiveness, interpretation, reinterpretation manner in which any Lender or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubtIssuing Bank allocates capital resources to its commitments, including any changes resulting from (iits Commitments hereunder) requestsand as a result thereof, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) opinion of such Lender or the United States or foreign regulatory authoritiesIssuing Bank, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issued) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender Party or any Person controlling such Lender Party, and the rate of return on its such Lender's or such controlling Person’s the Issuing Bank's capital as a consequence of its Commitments or Commitments, the Advances Loans made by such Lender Party or its issuance of or participation in the Letters of Credit is reduced to a level below that which such Lender Party or such controlling Person would the Issuing Bank could have achieved but for the occurrence of any such change circumstances, then and in circumstance, then, in any each such case upon notice from time to time by such Lender Party or the Issuing Bank to the Borrower, the Borrower shall immediately pay directly (without duplication of costs paid pursuant to SECTIONS 4.9 and 4.12) to such Lender Party or the Issuing Bank such additional amount or amounts sufficient to as shall compensate such Lender Party or such controlling Person the Issuing Bank for such reduction in rate of return. Any Each Lender and the Issuing Bank, upon determining in good faith that any additional amounts are payable pursuant to this SECTION 2.6, will give prompt written notice thereof to the Borrower with a copy to the Administrative Agent, PROVIDED that the failure to give any such notice shall not release or diminish the Borrower's obligations to pay additional amounts pursuant to this SECTION 2.6; PROVIDED FURTHER, HOWEVER, that the Borrower shall not be obligated to pay additional amounts attributable to such reduction under this SECTION 2.6 in respect of time periods more than 180 days prior to the date of such notice. A statement of any Lender or the Issuing Bank as to any such additional amount or amounts (i) describe including calculations thereof in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (iidetail) set forth the amount shall be rebuttable presumptive evidence of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such cost and amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such any Lender Party and the Issuing Bank may use any method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole and absolute discretion) shall deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor.

Increased Capital Costs. If If, after the Original Effective Date, any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitments or the Advances Loan made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such NYDOCS01/1357357.3 20 reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender PartyLender’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender PartyLender, be otherwise disadvantageous to such Lender PartyLender. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender PartyLender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having 58 the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases affects or would affect the amount of capital required or expected to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and such Lender determines (in its reasonable discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitments Revolving Loan Commitment or the Advances Loans made by such Lender Party or any Letter of Credit issued by such Lender or in which such Lender is a risk participant is reduced to a level below that which such Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any The Borrower shall be liable for all such additional amounts only if such Lender shall have notified the Borrower within 90 days after such Lender shall have received notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereofchange in circumstances giving rise to the request for compensation hereunder; otherwise, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request Borrower shall be liable only for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, arising after delivery to the best Borrower of its knowledge, notice of such change in circumstances is circumstances. A statement of general application such Lender as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall be delivered to the commercial banking industry in the jurisdictions in which such Lender Party does businessBorrower. In determining such amount, such Lender Party may shall use any reasonable method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation thereforattribution.

Increased Capital Costs. If after the Effective Date any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental government authority increases affects or would affect the amount of capital required or expected to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and such Lender determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitments or the Advances Loans made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately within five days of its receipt thereof pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any Such Lender shall promptly and in no event later than ninety days after its knowledge of any such event notify the Agent and the Borrower of the occurrence of any such event; PROVIDED, HOWEVER, no Lenders may make any demand for any such amounts accrued under this SECTION 5.5 for any period commencing more than ninety days prior to the receipt by the Borrower of any such notice shall or, should such cost have accrued retroactively, within ninety days of the determination by such Lender of such cost. A statement of such Lender as to any such additional amount or amounts (i) describe including calculations thereof in reasonable detail the capital adequacy or liquidity requirements which have been imposeddetail) shall, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessabsence of manifest error, be conclusive and binding on the Borrower. In determining such amount, such Lender Party may use any reasonable method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole and absolute discretion) shall deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directivedirec tive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, bank regulator or other governmental authority increases Authority ("Change in Law") affects or would affect the amount of capital required or expected to be maintained by any Lender Party Lessor directly or by its parent company (including, without limita tion, any Person controlling reserve requirements specified under regulations issued from time to time by the Board of Governors of the Federal Reserve System and then applicable to assets or liabili ties consisting of and including "Eurocurrency Liabilities" as defined in Regulation D of such Lender Party, Board of Governors) and such Lessor determines (in its sole and absolute discretion) that the rate of return on it or its or such controlling Person’s parent's capital as a consequence of its Commitments or the Advances Funding made by such Lender Party Lessor hereunder to pay its share of the Purchase Price is reduced to a level below that which such Lender Party Lessor or such controlling Person would its parent could have achieved but for the occurrence of any such change in circumstancecircumstances, then, in any such case case, upon notice written notification from time to time by such Lender Party Lessor to Lessee, Lessee shall, within five (5) Business Days following receipt of the Borrowerstatement referred to in the next sentence, the Borrower shall immediately pay directly to such Lender Party Lessor additional amounts sufficient to compensate such Lender Party Lessor or such controlling Person its parent for such reduction in rate of returnreturn (subject to Section 8.3). Any A statement of a Lessor as to any such notice shall additional amount or amounts (i) describe including calculations thereof in reasonable detail the capital adequacy or liquidity requirements which have been imposeddetail) shall, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessabsence of manifest error, be conclusive and binding on Lessee. In determining such amount, such Lender Party may each Lessor shall use any method of averaging and or attribution that it shall, subject to the foregoing sentence, (in its reasonable discretion) shall deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate Notwithstanding the foregoing, any demand by a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation Lessor pursuant to this Section 7.3 shall not constitute a waiver of be made in writing within 120 days after such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs Lessor receives actual notice or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower obtains actual knowledge of the circumstance matter giving rise to such reductions and demand. In the event such Lessor fails to make such demand within such 120 day period, Lessee shall have no obligation to pay any portion of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months demanded payment accruing prior to the date that 120th day preceding such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefordemand.

Increased Capital Costs. If after the Effective Date any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental government authority increases affects or would affect the amount of capital required or expected to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and such Lender determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s capital as a consequence of its Commitments or the Advances Loans made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the BorrowerBorrower (with copies to the Agent), the Borrower shall immediately within five (5) days of its receipt thereof pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any Such Lender shall promptly and in no event later than ninety (90) days after its knowledge of any such event notify the Agent and the Borrower of the occurrence of any such event; provided, however, no Lender may make any demand for any such amounts accrued under this Section 5.5 for any period commencing more than ninety (90) days prior to the receipt by the Borrower of any such notice shall or, should such cost have accrued retroactively, within ninety (i90) describe days of the determination by such Lender of such cost. A statement of such Lender as to any such additional amount or amounts (including calculations thereof in reasonable detail the capital adequacy or liquidity requirements which have been imposeddetail) shall, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessabsence of manifest error, be conclusive and binding on the Borrower. In determining such amount, such Lender Party may use any reasonable method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole and absolute discretion) shall deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor.

Increased Capital Costs. If any change in, Change in Law affects or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issued) of any court, central bank, regulator or other governmental authority increases would affect the amount of capital required or expected to be maintained by any the Lender Party or any Person controlling such Lender Partythe Lender, and the Lender determines (in good faith but in its sole and absolute discretion) that CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2 Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted materials have been filed separately with the Securities and Exchange Commission. the rate of return on its or such controlling Person’s capital as a consequence of its Commitments the Commitment or the Advances Loans made by such Lender Party it hereunder is reduced to a level below that which such the Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case then upon notice from time to time by such the Lender Party to the Borrower, the Borrower shall immediately within five days following receipt of such notice pay directly to such the Lender Party additional amounts sufficient to compensate such the Lender Party or such controlling Person for such reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section 4.2 for any increased costs or reductions incurred suffered more than three six months prior to the date that such Lender Party notifies the Borrower of the circumstance Change in Law giving rise to such reductions reduction and of such Lender PartyLender’s intention to claim compensation therefor; provided further that, if the circumstance Change in Law giving rise to such reductions reduction is retroactive, then the threesix-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower . A statement of the circumstance giving rise Lender as to any such reductions additional amount or amounts shall, in the absence of manifest error, be conclusive and binding on the Borrower. In determining such amount, the Lender may use any method of such Lender Party’s intention to claim compensation thereforaveraging and attribution that it (in its sole and absolute discretion) shall deem applicable.

Increased Capital Costs. If after the date hereof any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases Governmental Authority affects the amount of capital required to be maintained by any Lender Party or any Person controlling such Lender Party(other than the LIBO Reserve Percentage Share utilized in determining the LIBO Rate (Reserve Adjusted)), and such Lender determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitments or the Advances Loans or participations in Revolving Loan Letters of Credit made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately shall, within five days of its receipt of such notice, pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any ; provided, however, the Borrower shall only be obligated to pay such amounts to a Lender if such Lender is generally seeking payment in respect of such amounts from similar borrowers under similar circumstances and Borrower shall not be obligated to reimburse a Lender in respect of such amounts in respect of any period prior to such notice shall to the Borrower. A statement of such Lender as to any such additional amount or amounts (i) describe including calculations thereof in reasonable detail the capital adequacy or liquidity requirements which have been imposeddetail) shall, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessabsence of manifest error, be conclusive and binding on the Borrower. In determining such amount, such Lender Party may use any reasonable method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole and absolute discretion) shall deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, Participant determines that compliance with any law or regulation, directive, guideline, decision regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law and for law) issued, promulgated or made, as the avoidance of doubtcase may be, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of after the date enacted, adopted hereof affects or issued) of any court, central bank, regulator or other governmental authority increases would affect the amount of capital required or expected to be maintained by any Lender Party such Participant or any Person corporation controlling such Lender Party, Participant and that the rate amount of return on its such capital is increased by or based upon the existence of such controlling Person’s capital as a consequence Participant's Commitment hereunder and other commitments of its Commitments this type or the Advances made by such Lender Party is reduced to a level below that which such Lender Party Loans or such controlling Person would have achieved but for the occurrence of any such change in circumstanceCertificate Amounts, then, within 30 days of demand by such Participant together with the certificate referred to below (with a copy of such demand and certificate to the Administrative Agent), the Lessee shall pay (provided, that prior to the Applicable Base Term Commencement Date for any Facility or Unit allocated to an Equipment Group and pursuant to the terms and conditions in any this Participation Agreement relating to Advances, Lessee shall request an Advance the proceeds of which shall be used to pay capital costs attributable to Advances or Commitments which Fund or are available to Fund such case upon notice Uncompleted Facility or Uncompleted Unit) to the Administrative Agent for the account of such Participant, from time to time as specified by such Lender Party to the BorrowerParticipant, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party Participant or such controlling Person for such reduction corporation in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount light of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify thatcircumstances, to the best of its knowledge, extent that such change Participant determines such increase in circumstances is of general application capital to be allocable to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making existence of such a designation would avoid Participant's Commitment hereunder or the Fundings made by such reduction in such rate of return and would notParticipant hereunder, in the reasonable judgment of such Lender Partyprovided, that no Participant shall be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right entitled to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred compensation more than three months prior to one year following the date that later of such Lender Party notifies the Borrower Participant's incurrence or sufferance thereof and such Participant's actual knowledge of the circumstance event giving rise to such reductions and Participant's rights under this Section; provided further, however, that the foregoing proviso shall in no way limit the right of any Participant to demand or receive such compensation to the extent that such compensation relates to the retroactive application of any law, regulation, guideline or request described above if such demand is made within one year after the implementation of such Lender Party’s intention to claim compensation therefor; provided further thatretroactive law, if the circumstance giving rise interpretation, guidelines or request. A certificate as to such reductions is retroactive, then amounts submitted to the three-month period referred to above Lessee and the Administrative Agent by such Participant in good faith shall be extended to include the period of retroactive effect thereofconclusive and binding for all purposes, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation thereforabsent manifest error.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases after the Effective Date affects or would affect the amount of capital required or expected to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and such Lender determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitments Commitments, issuance of or participation in Letters of Credit or the Advances Loans made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the BorrowerBorrowers, the Borrower shall immediately Borrowers shall, jointly and severally, pay directly to such Lender Party within five Business Days additional amounts sufficient to compensate such Lender Party or such controlling Person on an after-tax basis for such reduction in rate of return. Any ; provided, however, that no Borrower shall have any obligation to pay any such notice additional amount under this Section 5.5 with respect to any such change unless such Lender shall (i) describe in reasonable detail have notified the capital adequacy applicable Borrower of its demand within 90 days after the date upon which such Lender or liquidity requirements which have been imposed, together such controlling Person has obtained audited financial statements with respect to the approximate date of the effectiveness thereof, (ii) set forth the amount fiscal year of such lowered return, (iii) describe the manner Lender or such controlling Person in which such amount has been calculated, change occurred. Such Lender or controlling Person shall promptly notify the Administrative Agent and the Borrowers in writing of the occurrence of any such reduction (iv) certify that but in no event later than the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in date by which such Lender Party does businessor controlling Person may demand payment therefor pursuant to the immediately preceding sentence). A statement of such Lender as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on each Borrower. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole and absolute discretion) shall deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law law) of any court, central bank, regulator or other governmental authority affects or would affect the liquidity or the amount of capital required or expected to be maintained by any Lender or any Person controlling such Lender, and such Lender determines (in its sole discretion) that the rate of return on its or such controlling Person’s capital as a consequence of its Commitments or the Borrowings made by such Lender is reduced to a level below that which such Lender or such controlling Person could have achieved but for the avoidance occurrence of doubtany such circumstance, then, in any such case upon notice from time to time by such Lender to the Borrower, the Borrower shall pay directly to such Lender, within fifteen days, additional amounts sufficient to compensate such Lender or such controlling Person for such reduction in rate of return; provided, however, that such Lender shall designate a different Domestic or Eurodollar Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole discretion of such Lender, be otherwise disadvantageous to such Lender. A statement of such Lender as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall be rebuttable presumptive evidence of the amount payable by the Borrower. In determining such amount, such Lender may use any changes resulting from reasonable method of averaging and attribution that it (iin its sole discretion) requestsshall deem applicable. For the purposes of this Section 4.5, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxx Xxxxx Xxxx Wall Street Reform and Consumer Protection Act Act, Basel III and (ii) all rules, regulations, orders, requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, authorities in each case pursuant connection therewith are deemed to Basel III, have been adopted and in each case for both clauses (i) and (ii), regardless of gone into effect after the date enacted, adopted or issued) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender Party or any Person controlling such Lender Party, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitments or the Advances made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Partythis Agreement. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section 4.5 shall not constitute a waiver of such Lender PartyLender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section 4.5 for any increased costs incurred or reductions incurred suffered more than three months 90 days prior to the date that such Lender Party notifies the Borrower of the circumstance change in law giving rise to such reductions increased costs or reductions, and of such Lender PartyLender’s intention to claim compensation therefor; provided further therefor (except that, if the circumstance change in law giving rise to such increased costs or reductions is retroactive, then the three-month 90 day period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor).

Increased Capital Costs. If any change in, Change in Law affects or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issued) of any court, central bank, regulator or other governmental authority increases would affect the amount of capital required or reasonably expected to be maintained by any Lender Party Affected Person or any Person controlling such Lender Party, Affected Person and such Affected Person reasonably determines that the rate of return on its or such controlling Person’s capital as a consequence of its Commitments commitment or the Advances made by such Lender Party Affected Person hereunder is reduced to a level below that which such Lender Party Affected Person or such controlling Person would have achieved but for the occurrence of any such change Change in circumstanceLaw, then, in any such case upon after notice from time to time by such Lender Party Affected Person to the Borrowerrelated Funding Agent and HVF, the Borrower HVF shall immediately pay directly to such Lender Party additional amounts Funding Agent and such Funding Agent shall pay to such Affected Person an incremental commitment fee sufficient to compensate such Lender Party Affected Person or such controlling Person for such reduction in rate of returnreturn to the extent that the increased costs for which such Affected Person is being compensated are allocable to the existence of such Affected Person’s Commitment hereunder. Any A statement of such notice shall Affected Person as to any such additional amount or amounts (i) describe including calculations thereof in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would notdetail), in the reasonable judgment absence of manifest error, shall be conclusive and binding on HVF; and provided, that the initial payment of such Lender Party, be otherwise disadvantageous increased commitment fee shall include a payment for accrued amounts due under this Section 3.07 prior to such Lender Partyinitial payment. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower HVF shall not be required under any obligation to compensate a Lender Party pursuant to any Affected Person under this Section for 3.07 with respect to any such increased costs or reductions incurred more than three months that arose during any period prior to the date that is 180 days prior to such Lender Party notifies Affected Person’s notice being delivered to HVF, except that the Borrower foregoing limitation shall not apply to any increased costs arising out of the circumstance giving rise retroactive application of any Change in Law within such 180-day period. If, after the payment of any amounts on account of increased costs by HVF, any applicable law, rule or regulation in respect of which a payment was made is thereafter determined to be invalid or inapplicable to such reductions and Affected Person, then such Affected Person shall, within 60 days after such determination, repay any amounts paid to it by HVF hereunder in respect of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation thereforChange in Law.

Increased Capital Costs. If after the Effective Date any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitments Commitment or the Advances Loan made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender PartyLender’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender PartyLender, be otherwise disadvantageous to such Lender PartyLender. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender PartyLender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party Xxxxxx notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyXxxxxx’s intention to claim compensation therefor.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, bank regulator or other governmental authority increases Authority ("Change in Law") affects or would affect the amount of capital required or expected to be maintained by any Lender Party Lessor directly or by its parent company (including, without limitation, any Person controlling reserve requirements specified under regulations issued from time to time by the Board of Governors of the Federal Reserve System and then applicable to assets or liabilities consisting of and including "Eurocurrency Liabilities" as defined in Regulation D of such Lender PartyBoard of Governors) on account of the execution, delivery and performance hereof or of the Lease or the transactions contemplated in the Operative Agreements, and such Lessor determines (in its sole and absolute discretion) that the rate of return on it or its or such controlling Person’s parent's capital as a consequence of its Commitments or the Advances Funding made by such Lender Party Lessor hereunder to pay its share of the Purchase Price plus Capitalized Transaction Costs is reduced to a level below that which such Lender Party Lessor or such controlling Person would its parent could have achieved but for the occurrence of any such change in circumstancecircumstances, then, in any such case case, upon notice written notification from time to time by such Lender Party Lessor to Lessee, Lessee shall, within five (5) Business Days following receipt of the Borrowerstatement referred to in the next sentence, the Borrower shall immediately pay directly to such Lender Party Lessor additional amounts sufficient to compensate such Lender Party Lessor or such controlling Person its parent for such reduction in rate of returnreturn (subject to Section 8.3). Any A statement of a Lessor as to any such notice shall additional amount or amounts (i) describe including calculations thereof in reasonable detail the capital adequacy or liquidity requirements which have been imposeddetail) shall, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessabsence of manifest error, be presumed correct. In determining such amount, such Lender Party may each Lessor shall use any method of averaging and or attribution that it shall, subject to the foregoing sentence, (in its reasonable discretion) shall deem applicable. Lessee shall have the right, if it receives from any Lessor any notice referred to in this Section 7.3, upon three (3) Business Days notice to Administrative Agent (which shall notify each Lessor), to convert the Interest Rate from the LIBO Rate to the Alternate Base Rate at the end of the then current Rent Period. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if Lessor will notify Lessee through the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part Administrative Agent of any Lender Party event occurring after the date of this Agreement which would entitle such Lessor to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right section as promptly as practicable after it obtains knowledge thereof and determines to demand request such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor.

Increased Capital Costs. If any change in, or the ----------------------- introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases affects or would affect the amount of capital required or expected to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and such Lender determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitments or the Advances Loans made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately shall, within 5 days of its receipt of such notice, pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any ; provided, the Borrower shall only be obligated to pay such amounts to a Lender if such Lender is generally seeking payment in respect of such amounts from similar borrowers under similar circumstances and Borrower shall not be obligated to reimburse a Lender in respect of such amounts in respect of any period prior to such notice shall to the Borrower. A statement of such Lender as to any such additional amount or amounts (i) describe including calculations thereof in reasonable detail the capital adequacy or liquidity requirements which have been imposeddetail) shall, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessabsence of manifest error, be conclusive and binding on the Borrower. In determining such amount, such Lender Party may use any reasonable method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole and absolute discretion) shall deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor.

Increased Capital Costs. If any change in, Change in Law affects or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issued) of any court, central bank, regulator or other governmental authority increases would affect the amount of capital required or reasonably expected to be maintained by any Lender Party Affected Person or any Person controlling such Lender Party, Affected Person and such Affected Person reasonably determines that the rate of return on its or such controlling Person’s capital as a consequence of its Commitments commitment or the Advances made by such Lender Party Affected Person hereunder is reduced to a level below that which such Lender Party Affected Person or such controlling Person would have achieved but for the occurrence of any such change Change in circumstanceLaw, then, in any such case upon after notice from time to time by such Lender Party Affected Person to the Borrowerrelated Funding Agent and HVF, the Borrower HVF shall immediately pay directly to such Lender Party additional amounts Funding Agent and such Funding Agent shall pay to such Affected Person an incremental commitment fee sufficient to compensate such Lender Party Affected Person or such controlling Person for such reduction in rate of returnreturn to the extent that the increased costs for which such Affected Person is being compensated are allocable to the existence of such Affected Person’s Advances or Commitment hereunder. Any A statement of such notice shall Affected Person as to any such additional amount or amounts (i) describe including calculations thereof in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would notdetail), in the reasonable judgment absence of manifest error, shall be conclusive and binding on HVF; and provided, that the initial payment of such Lender Party, be otherwise disadvantageous increased commitment fee shall include a payment for accrued amounts due under this Section 3.07 prior to such Lender Partyinitial payment. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower HVF shall not be required under any obligation to compensate a Lender Party pursuant to any Affected Person under this Section for any 3.07 with respect to such increased costs or reductions incurred more than three months that arose during any period prior to the date that is 180 days prior to such Lender Party notifies Affected Person’s notice being delivered to HVF, except that the Borrower foregoing limitation shall not apply to any increased costs arising out of the circumstance giving rise retroactive application of any Change in Law within such 180-day period. If, after the payment of any amounts on account of increased costs by HVF, any applicable law, rule or regulation in respect of which a payment was made is thereafter determined to be invalid or inapplicable to such reductions and Affected Person, then such Affected Person shall, within 60 days after such determination, repay any amounts paid to it by HVF hereunder in respect of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation thereforChange in Law.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and the rate of return on its or NYDOCS03/880756.14 26 such controlling Person’s capital as a consequence of its Commitments Commitment or the Advances Loan made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender PartyLender’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender PartyLender, be otherwise disadvantageous to such Lender PartyLender. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender PartyLender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases affects or would affect the amount of capital required or expected to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and such Lender determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitments Commitments, issuance of or participation in Letters of Credit or the Advances Loans made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any A statement of such notice shall Lender as to any such additional amount or amounts (i) describe including calculations thereof in reasonable detail the capital adequacy or liquidity requirements which have been imposeddetail) shall, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessabsence of manifest error, be conclusive and binding on the Borrower. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole and absolute discretion) shall deem applicable. Each Lender Party hereby severally agrees to use reasonable efforts that if such Lender (consistent with its internal policy and legal and regulatory restrictionsa "SUBJECT LENDER") to designate a different Lending Office makes demand upon the Borrower for (or if the making Borrower is otherwise required to pay) amounts pursuant to this SECTION 4.5, the Borrower may, within 90 days of receipt by the Borrower of such demand, give notice (a designation would avoid "REPLACEMENT NOTICE") in writing to the Administrative Agent and such reduction Subject Lender of its intention to replace such Subject Lender with a financial institution designated in such rate of return and would notReplacement Notice. If the Administrative Agent shall, in the reasonable judgment exercise of its discretion and within 30 days of its receipt of such Replacement Notice, notify the Borrower and such Subject Lender Partyin writing that the designated financial institution is reasonably satisfactory to the Administrative Agent, then such Subject Lender shall, so long as no Default or Event of Default shall have occurred and be otherwise disadvantageous continuing, assign, in accordance with SECTION 11.11.1, all of its Commitments, Loans, Notes and other rights and obligations under this Agreement and all other Loan Documents (including, without limitation, Reimbursement Obligations) to such designated financial institution; PROVIDED, HOWEVER, that (i) such assignment shall be without recourse, representation or warranty and shall be on terms and conditions reasonably satisfactory to such Subject Lender Party. Failure or delay on and such designated financial institution and (ii) the part of any Lender Party to demand compensation pursuant to this Section purchase price paid by such designated financial institution shall not constitute a waiver be in the amount of such Subject Lender's Loans and its Percentage of outstanding Reimbursement Obligations, together with all accrued and unpaid interest and fees in respect thereof, plus all other amounts (including the amounts demanded and unreimbursed under this SECTION 4.5), owing to such Subject Lender Party’s right to demand hereunder. Upon the effective date of such compensation; provided that assignment, the Borrower shall not be required to compensate issue a Lender Party pursuant to this Section for any increased costs replacement Note or reductions incurred more than three months prior to Notes, as the date that such Lender Party notifies the Borrower of the circumstance giving rise case may be, to such reductions designated financial institution and of such Lender Party’s intention to claim compensation therefor; provided further that, if institution shall become a "Lender" for all purposes under this Agreement and the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation thereforother Loan Documents.

Increased Capital Costs. If any change in, Change in Law affects or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issued) of any court, central bank, regulator or other governmental authority increases would affect the amount of capital required or expected to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and such Lender determines (in good faith but in its sole and absolute discretion) that the rate of return on its or such controlling Person’s capital as a consequence of its the Commitments or the Advances Loans made by such Lender Party it hereunder is reduced to a level below that which such Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by then such Lender Party to the Borrower, shall notify the Borrower and the Agent in writing of such Lexxxx’s claim for compensation, stating the reasons therefor and setting forth in reasonable detail the additional amount required fully to compensate such Lender for such reduction in rate of return. The Borrower shall immediately within ten (10) Business Days following receipt of such notice pay directly to the Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount A statement of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used Lender as to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for any such additional amount or amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify thatshall, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessabsence of manifest error, be conclusive and binding on the Borrower. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, (in its reasonable discretion) shall deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the The Borrower shall not be required to compensate a any Lender Party pursuant to for any amount claimed under this Section for any increased costs or reductions 4.2 that was incurred more than three months 180 days prior to the date that such Lender Party (or the Agent on its behalf) notifies the Borrower of the circumstance giving event that gives rise to such reductions claim and of that such Lender Party’s intention has determined to claim compensation thereforrequest such compensation; provided further that, that if the circumstance giving rise to such reductions reduction in rate of return is retroactive, then the threesuch 180-month day period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor.. SECTION 4.3

Increased Capital Costs. If If, after the Original Effective Date, any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitments or the Advances Loan made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender PartyLender’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender PartyLender, be otherwise disadvantageous to such Lender PartyLender. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender PartyLender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor.the

Increased Capital Costs. If after the Documentation Date, any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases affects or would affect the amount of capital required or expected to be maintained by any Lender Party Participant or any Person controlling such Lender PartyParticipant, and such Participant reasonably determines that the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitments Commitment or the Advances Loans or Equity Amounts, as the case may be, made by such Lender Party Participant is reduced to a level below that which such Lender Party Participant or such controlling Person would could have achieved but for the occurrence of any such change in circumstancecircumstance (taking into consideration such Participant's policies with respect to capital adequacy immediately before such compliance and assuming that such Participant's capital was fully utilized prior to such compliance) by an amount deemed by such Participant to be material, then, in any such case upon within thirty (30) days after receipt of notice from time to time by such Lender Party Participant to the BorrowerCompany, the Borrower Lessee, on a pro rata basis, shall immediately pay directly to such Lender Party Participant additional amounts sufficient to compensate such Lender Party Participant or such controlling Person for such reduction in rate of return. Any A statement of such notice shall Participant as to any such additional amount or amounts (i) describe including calculations thereof in reasonable detail detail) shall be presumed correct and binding on the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessCompany absent demonstrable error. In determining such amount, such Lender Party Participant shall use its standard practice in determining such amount, and, in the absence of such standard practice, may use any reasonable method of averaging and attribution that it shall, subject to the foregoing sentence, shall deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower The Company shall not be required to compensate a Lender Party pursuant to this Section make any payment for any increased costs or reductions incurred more than three months such additional amounts arising prior to the date that such Lender Party notifies which is ninety (90) days before the Borrower of the circumstance giving rise to such reductions and date of such Lender Party’s intention to claim compensation therefor; provided further that, if notice. If any affected Participant shall subsequently recoup costs for which such Participant has heretofore been compensated by the circumstance giving rise to Company under this Section 11.11 such reductions is retroactive, then the three-month period referred to above Participant shall be extended to include the period of retroactive effect thereof, but not more than six months prior remit to the date that such Lender Party notifies Company the Borrower of the circumstance giving rise to such reductions and amount of such Lender Party’s intention to claim compensation thereforrecoupment.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitments Commitment or the Advances Loan made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender PartyLender’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender PartyLender, be otherwise disadvantageous to such Lender PartyLender. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender PartyLender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party (NY) 18002/039/XXXX.000.XXXX/hull.677.loan.agt.doc notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases affects or would affect the amount of capital required or expected to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and such Lender determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitments Commitments, issuance of or participation in Letters of Credit or the Advances Loans made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstancecircumstance (taking into account such Lender's or such controlling Person's policies with respect to capital adequacy), then, in any such case upon notice from time to time by such Lender Party to the BorrowerBorrower (subject to the proviso below), the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any ; provided, however, that the Borrower shall not be responsible to pay such notice additional amounts to a Lender unless the Borrower shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together notified in accordance with this Section 4.5 not later than one year after the approximate date completion of the effectiveness thereof, (ii) set forth Lender's annual audit for the amount of such lowered return, (iii) describe the manner fiscal year in which such amount has been calculated, (iv) certify that the method used to calculate such amount is additional amounts were incurred. A statement of such Lender Party’s standard method of calculating such amount, (v) certify that such request for as to any such additional amount or amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (viincluding calculations thereof in reasonable detail) certify thatshall, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessabsence of manifest error, be conclusive and binding on the Borrower. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole and absolute discretion) shall deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not; provided, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies may not impose materially greater costs on the Borrower than on other similarly situated borrowers by virtue of the circumstance giving rise to any such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation thereforaveraging or attribution method.

Increased Capital Costs. If after the Effective Date any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases (a) results in an increase of the amount of capital required to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitments Commitment or its portion of the Advances Loan made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would have achieved but for the occurrence of any such change in circumstance, circumstance or (b) a Finance Party suffers a reduction of any amount payable under a Loan Document then, in any each such case upon notice from time to time by such Lender or Finance Party to the Borrower, the Borrower shall immediately pay directly to such Lender or Finance Party additional amounts sufficient to compensate such Lender Party or such controlling Person or Finance Party for such reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Lender's or Finance Party’s 's standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender or Finance Party does business. In determining such amount, such Lender or Finance Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender or Finance Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender or Finance Party, be otherwise disadvantageous to such Lender or Finance Party. Failure or delay on the part of any Lender or Finance Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Lender's or Finance Party’s 's right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Finance Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender or Finance Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Lender's or Finance Party’s 's intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender or Finance Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Lender's or Finance Party’s 's intention to claim compensation therefor. Notwithstanding the foregoing, no amounts shall be payable pursuant to Section 4.5 in respect of (i) taxes to which a Finance Party is indemnified under Section 4.6 or (ii) taxes excluded from the indemnity set forth in Section 4.6.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental (or quasi-governmental) authority increases after the Effective Date affects or would affect the amount of capital required or expected to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and such Lender determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s capital as a consequence of its Commitments Commitments, issuance of or participation in Letters of Credit or the Advances Loans made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party within five Business Days additional amounts sufficient to compensate such Lender Party or such controlling Person on an after-tax basis for such reduction in rate of return. Any ; provided, however, that the Borrower shall not have any obligation to pay any such notice additional amount under this Section 5.5 with respect to any such change unless such Lender shall (i) describe in reasonable detail have notified the capital adequacy Borrower of its demand within 90 days after the date upon which such Lender or liquidity requirements which have been imposed, together such controlling Person has obtained audited financial statements with respect to the approximate date of the effectiveness thereof, (ii) set forth the amount fiscal year of such lowered return, (iii) describe the manner Lender or such controlling Person in which such amount has been calculated, change occurred. Such Lender or controlling Person shall promptly notify the Administrative Agent and the Borrower in writing of the occurrence of any such reduction (iv) certify that but in no event later than the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in date by which such Lender Party does businessor controlling Person may demand payment therefor pursuant to the immediately preceding sentence). A statement of such Lender as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole and absolute discretion) shall deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases after the Effective Date affects or would affect the amount of capital required or expected to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and such Lender determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s capital as a consequence of its Commitments Commitment or the Advances made Loans made, or the Letters of Credit issued or participated in, by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon so long as such Lender shall then be taking the same action with respect to all other similar loans it may have outstanding to other borrowers, within ten Business Days following notice from time to time by such Lender Party to the BorrowerBorrowers, the Borrower Borrowers shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return; provided, however, that the Borrowers shall have no obligation to make any payment to any Lender under this Section 4.5 unless the Borrowers receive notice of such reduction in rate of return within six months after the reduced rate of return is realized. Any A statement of such notice shall Lender as to any such additional amount or amounts (i) describe including calculations thereof in reasonable detail the capital adequacy or liquidity requirements which have been imposeddetail) shall, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessabsence of manifest error, be conclusive and binding on the Borrowers. In determining such amount, such Lender Party may use any reasonable method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole and absolute discretion) shall deem applicable. Each Any Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of claiming any Lender Party to demand compensation amounts payable pursuant to this Section shall not constitute a waiver use its commercially reasonable efforts (including to change its applicable lending office with respect to some or all of such Lender Party’s right its LIBO Rate Loans) to demand such compensation; provided that avoid or materially reduce any amounts which the Borrower shall not be required Borrowers are obligated to compensate a Lender Party pay pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that 4.5, so long as such Lender Party notifies the Borrower of the circumstance giving rise to will not be materially disadvantaged and such reductions and of change is not inconsistent with such Lender PartyLender’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation thereforinternal policies.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases affects or would affect the amount of capital required or expected to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and such Lender determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s capital as a consequence of its Commitments Commitment or the Advances made Loans made, or the Letters of Credit issued or participated in, by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon so long as such Lender shall then be taking the same action with respect to all other similar loans it may have outstanding to other borrowers, within ten Business Days following notice from time to time by such Lender Party to the BorrowerBorrowers, the Borrower Borrowers shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return; provided, however, that the Borrowers shall have no obligation to make any payment to any Lender under this Section 4.5 unless the Borrowers receive notice of such reduction in rate of return within six months after the reduced rate of return is realized. Any A statement of such notice shall Lender as to any such additional amount or amounts (i) describe including calculations thereof in reasonable detail the capital adequacy or liquidity requirements which have been imposeddetail) shall, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessabsence of manifest error, be conclusive and binding on the Borrowers. In determining such amount, such Lender Party may use any reasonable method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole and absolute discretion) shall deem applicable. Each Any Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. Failure or delay on the part of claiming any Lender Party to demand compensation amounts payable pursuant to this Section shall not constitute a waiver use its commercially reasonable efforts (including to change its applicable lending office with respect to some or all of such Lender Party’s right its LIBO Rate Loans) to demand such compensation; provided that avoid or materially reduce any amounts which the Borrower shall not be required Borrowers are obligated to compensate a Lender Party pay pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that 4.5, so long as such Lender Party notifies the Borrower of the circumstance giving rise to will not be materially disadvantaged and such reductions and of change is not inconsistent with such Lender PartyLender’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation thereforinternal policies.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases affects or would affect the amount of capital required or expected to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and such Lender determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s capital as a consequence of its Commitments Commitments, issuance of or participation in Letters of Credit or the Advances Loans made by such Lender Party is reduced to a level below that which such Lender Party or such controlling Person would could have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any A statement of such notice shall Lender as to any such additional amount or amounts (i) describe including calculations thereof in reasonable detail the capital adequacy or liquidity requirements which have been imposeddetail) shall, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender Party’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does businessabsence of manifest error, be conclusive and binding on the Borrower. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, (in its sole and absolute discretion) shall deem applicable. Each Lender Party hereby severally agrees to use reasonable efforts that if such Lender (consistent with its internal policy and legal and regulatory restrictionsa “Subject Lender”) to designate a different Lending Office makes demand upon the Borrower for (or if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender Party, be Borrower is otherwise disadvantageous required to such Lender Party. Failure or delay on the part of any Lender Party to demand compensation pay) amounts pursuant to this Section shall not constitute a waiver 4.5, the Borrower may, within 90 days of receipt by the Borrower of such demand, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Subject Lender Partyof its intention to replace such Subject Lender with a financial institution designated in such Replacement Notice. If the Administrative Agent shall, in the exercise of its discretion and within 30 days of its receipt of such Replacement Notice, notify the Borrower and such Subject Lender in writing that the designated financial institution is reasonably satisfactory to the Administrative Agent, then such Subject Lender shall, so long as no Default or Event of Default shall have occurred and be continuing, assign, in accordance with Section 11.11.1, all of its Commitments, Loans, Notes and other rights and obligations under this Agreement and all other Loan Documents to such designated financial institution; provided, however, that (i) such assignment shall be without recourse, representation or warranty and shall be on terms and conditions reasonably satisfactory to such Subject Lender and such designated financial institution and (ii) the purchase price paid by such designated financial institution shall be in the amount of such Subject Lender’s right Loans and its Percentage of outstanding Reimbursement Obligations, together with all accrued and unpaid interest and fees in respect thereof, plus all other amounts (including the amounts demanded and unreimbursed under this Section 4.5), owing to demand such compensation; provided that Subject Lender hereunder. Upon the effective date of such assignment, the Borrower shall not be required to compensate issue a Lender Party pursuant to this Section for any increased costs replacement Note or reductions incurred more than three months prior to Notes, as the date that such Lender Party notifies the Borrower of the circumstance giving rise case may be, to such reductions designated financial institution and of such Lender Party’s intention to claim compensation therefor; provided further that, if institution shall become a “Lender” for all purposes under this Agreement and the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender Party’s intention to claim compensation thereforother Loan Documents.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law and for the avoidance of doubt, including any changes resulting from (i) requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and in each case for both clauses (i) and (ii), regardless of the date enacted, adopted or issuedlaw) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender Party or any Person controlling such Lender PartyLender, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitments Commitment or the Advances Loan made by such Lender Party (or in the case of the FEC Counterparty for purposes of Section 11.4(b), its obligations under the Loan Documents) is reduced to a level below that which such Lender Party or such NYDOCS03/851836.9B 23 controlling Person would have achieved but for the occurrence of any such change in circumstance, then, in any such case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall immediately pay directly to such Lender Party additional amounts sufficient to compensate such Lender Party or such controlling Person for such reduction in rate of return. Any such notice shall (i) describe in reasonable detail the capital adequacy or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender PartyLender’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender Party does business. In determining such amount, such Lender Party may use any method of averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender PartyLender, be otherwise disadvantageous to such Lender PartyLender. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender PartyLender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender Party pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more than six months prior to the date that such Lender Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender PartyLender’s intention to claim compensation therefor.