Common use of Increased Capital Costs Clause in Contracts

Increased Capital Costs. (a) 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) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender or the Funding Entity or any Person controlling such Lender or the Funding Entity, as the case may be, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitment or the Loan made by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity 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 the Facility Agent to the Borrower, the Borrower shall immediately pay directly to such Lender or the Funding Entity, as the case may be, additional amounts sufficient to compensate such Lender, the Funding Entity or such controlling Person, as applicable, for such reduction in rate of return. (b) Any notice pursuant to paragraph (a) above shall (i) describe in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness thereof and (ii) set forth the amount of such lowered return, and, with respect to the Funding Entity, shall be accompanied by a copy of any relevant notice and supporting documentation provided by the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding Agreement. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (b) above, deem applicable. (d) Each Lender 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, be otherwise disadvantageous to such Lender. (e) Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right to demand such compensation.

Increased Capital Costs. (a) If, If after the date hereof 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) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender or the Funding Entity or any Person controlling such Lender or the Funding Entity, as the case may beLender, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitment or the Loan made by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity Lender 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 the Facility Agent such Lender to the Borrower, the Borrower shall immediately pay directly to such Lender or the Funding Entity, as the case may be, additional amounts sufficient to compensate such Lender, the Funding Entity Lender or such controlling Person, as applicable, Person for such reduction in rate of return. (b) . Any such notice pursuant to paragraph (a) above shall (i) describe in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness thereof and thereof, (ii) set forth the amount of such lowered return, and(iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with respect its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the Funding Entitybest of its knowledge, shall be accompanied by a copy such change in circumstances is of any relevant notice and supporting documentation provided by general application to the Funding Entity (and received by commercial banking industry in the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding Agreementjurisdictions in which such Lender does business. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (b) abovethe foregoing sentence, deem applicable. (d) . Each Lender 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, be otherwise disadvantageous to such Lender. (e) . Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) Section shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender notifies the Borrower of the circumstance giving rise to such reductions and of such Lender’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 notifies the Borrower of the circumstance giving rise to such reductions and of such Lender’s intention to claim compensation therefor.

Increased Capital Costs. (a) 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) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender or the Funding Entity or any Person controlling such Lender or the Funding Entity, as the case may be, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitment or the Loan made by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity Lender 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 the Facility Agent to the Borrower, the Borrower shall immediately pay directly to such Lender or the Funding Entity, as the case may be, additional amounts sufficient to compensate such Lender, the Funding Entity Lender or such controlling Person, as applicable, for such reduction in rate of return. (b) Any notice pursuant to paragraph (a) above shall (i) describe in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness thereof and (ii) set forth the amount of such lowered return, and, with respect to the Funding Entity, shall be accompanied by a copy of any relevant notice and supporting documentation provided by the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding Agreement. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (b) above, deem applicable. (d) Each Lender 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, be otherwise disadvantageous to such Lender. (e) Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 6.6 (Increased Capital Costs) shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right to demand such compensation.

Increased Capital Costs. (a) If, If after the date hereof 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) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender or the Funding Entity or any Person controlling such Lender or the Funding Entity, as the case may beLender, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitment or its portion of the Loan made by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity Lender 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 the Facility Agent such Lender to the Borrower, the Borrower shall immediately pay directly to such Lender or the Funding Entity, as the case may be, additional amounts sufficient to compensate such Lender, the Funding Entity Lender or such controlling Person, as applicable, Person for such reduction in rate of return. (b) . Any such notice pursuant to paragraph (a) above shall (i) describe in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness thereof and thereof, (ii) set forth the amount of such lowered return, and(iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with respect its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the Funding Entitybest of its knowledge, shall be accompanied by a copy such change in circumstances is of any relevant notice and supporting documentation provided by general application to the Funding Entity (and received by commercial banking industry in the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding Agreementjurisdictions in which such Lender does business. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (b) abovethe foregoing sentence, deem applicable. (d) . Each Lender 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, be otherwise disadvantageous to such Lender. (e) . Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) Section shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender notifies the Borrower of the circumstance giving rise to such reductions and of such Lender’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 notifies the Borrower of the circumstance giving rise to such reductions and of such Lender’s intention to claim compensation therefor.

Increased Capital Costs. (a) If, If after the date hereof 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) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender or the Funding Entity or any Person controlling such Lender or the Funding Entity, as the case may beLender, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitment or the Loan made by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity Lender 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 the Facility Agent such Lender to the Borrower, the Borrower shall immediately pay directly to such Lender or the Funding Entity, as the case may be, additional amounts sufficient to compensate such Lender, the Funding Entity Lender or such controlling Person, as applicable, Person for such reduction in rate of return. (b) . Any such notice pursuant to paragraph (a) above shall (i) describe in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness thereof and thereof, (ii) set forth the amount of such lowered return, and(iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with respect its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the Funding Entitybest of its knowledge, shall be accompanied by a copy such change in circumstances is of any relevant notice and supporting documentation provided by general application to the Funding Entity (and received by commercial banking industry in the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding Agreementjurisdictions in which such Lender does business. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (b) abovethe foregoing sentence, deem applicable. (d) . Each Lender 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, be otherwise disadvantageous to such Lender. (e) . Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) Section shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender notifies the Borrower of the circumstance giving rise to such reductions and of such Lender’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 notifies the Borrower of the circumstance giving rise to such reductions and of such Xxxxxx’s intention to claim compensation therefor.

Increased Capital Costs. (a) If, If after the date hereof 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) 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 or the Funding Entity or any Person controlling such Lender or the Funding Entity, as the case may beLender, 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 Commitment Commitments or the Loan Loans made by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity Lender 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 the Facility Agent such Lender 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 or the Funding Entity, as the case may be, additional amounts sufficient to compensate such Lender, the Funding Entity Lender or such controlling Person, as applicable, Person for such reduction in rate of return. . Such Lender shall promptly and in no event later than ninety (b90) Any 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 pursuant or, should such cost have accrued retroactively, within ninety (90) days of the determination by such Lender of such cost. A statement of such Lender as to paragraph any such additional amount or amounts (a) above shall (i) describe including calculations thereof in reasonable detail detail) shall, in the capital adequacy requirements which have been imposedabsence of manifest error, together with be conclusive and binding on the approximate date of the effectiveness thereof and (ii) set forth the amount of such lowered return, and, with respect to the Funding Entity, shall be accompanied by a copy of any relevant notice and supporting documentation provided by the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding AgreementBorrower. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any reasonable method of averaging and attribution that it shall, subject to paragraph (bin its sole and absolute discretion) above, shall deem applicable. (d) Each Lender 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, be otherwise disadvantageous to such Lender. (e) Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right to demand such compensation.

Increased Capital Costs. (a) If, after the date hereof 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) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender or the Funding Entity or any Person controlling such Lender or the Funding Entity, as the case may beLender, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitment or the Loan Loans made by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity Lender 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 the Facility Agent such Lender to the Borrower, the Borrower shall immediately pay directly to such Lender or the Funding Entity, as the case may be, additional amounts sufficient to compensate such Lender, the Funding Entity Lender or such controlling Person, as applicable, Person for such reduction in rate of return. (b) . Any such notice pursuant to paragraph (a) above shall (i) describe in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness thereof and thereof, (ii) set forth the amount of such lowered return, and(iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with respect its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the Funding Entitybest of its knowledge, shall be accompanied by a copy such change in circumstances is of any relevant notice and supporting documentation provided by general application to the Funding Entity (and received by commercial banking industry in the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding Agreementjurisdictions in which such Lender does business. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (b) abovethe foregoing sentence, deem applicable. (d) . Each Lender 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, be otherwise disadvantageous to such Lender. (e) . Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) Section shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender notifies the Borrower of the circumstance giving rise to such reductions and of such Lender’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 notifies the Borrower of the circumstance giving rise to such reductions and of such Lender’s intention to claim compensation therefor.

Increased Capital Costs. (a) If, after the date hereof 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) 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 or the Funding Entity Affected Person or any Person controlling such Lender or the Funding Entity, as the case may be, 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 Commitment commitment or the Loan Advances made by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, Affected Person is reduced to a level below that which such Lender, the Funding Entity 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 Affected Person to Paradigm and the Facility Agent to the BorrowerIssuer, the Borrower Issuer shall immediately pay directly to such Lender or the Funding Entity, as the case may be, additional amounts Paradigm and Paradigm shall pay an incremental commitment fee sufficient to compensate such Lender, the Funding Entity Affected Person or such controlling Person, as applicable, Person for such reduction in rate of return. ; PROVIDED, HOWEVER, that neither the Issuer nor Paradigm shall have any obligation to pay any such 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 (b45) Any notice pursuant to paragraph (a) above shall (i) describe in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date days of the effectiveness thereof and (ii) set forth the amount of date upon which such lowered return, and, Affected Person has obtained audited information with respect to the Funding Entityfiscal year of such Affected Person in which such day or days occurred. 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 accompanied by conclusive and binding on Paradigm and the Issuer; and PROVIDED, FURTHER, that the initial payment of such increased commitment fee shall include a copy of any relevant notice and supporting documentation provided by the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) payment for accrued amounts due under clause 16.2 (Réclamations) of the Funding Agreementthis SECTION 3.07 prior to such initial payment. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such additional amount, such Lender or the Funding Entity, as the case may be, Affected Person may use any method of averaging and attribution that it shall, subject to paragraph (b) above, deem applicable. (d) Each Lender agrees to use in its 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, be otherwise disadvantageous to such Lender. (e) Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costsdiscretion) shall not constitute a waiver of deem applicable so long as it applies such Lender’s or the Funding Entity’s, as applicable, right method to demand such compensationother similar transactions.

Increased Capital Costs. (a) If, after the date hereof 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) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender or the Funding Entity or any Person controlling such Lender or the Funding Entity, as the case may beLender, and the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitment or the Loan Loans made by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity Lender 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 the Facility Agent such Lender to the Borrower, the Borrower shall immediately pay directly to such Lender or the Funding Entity, as the case may be, additional amounts sufficient to compensate such Lender, the Funding Entity Lender or such controlling Person, as applicable, Person for such reduction in rate of return. (b) . Any such notice pursuant to paragraph (a) above shall (i) describe in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness thereof and thereof, (ii) set forth the amount of such lowered return, and(iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender's standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with respect its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the Funding Entitybest of its knowledge, shall be accompanied by a copy such change in circumstances is of any relevant notice and supporting documentation provided by general application to the Funding Entity (and received by commercial banking industry in the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding Agreementjurisdictions in which such Lender does business. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (b) abovethe foregoing sentence, deem applicable. (d) . Each Lender 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 United States. Notwithstanding the foregoing, the Borrower shall not be obligated to reimburse any Lender for any lowered return under this Section 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 reasonable judgment Borrower not later than 90 days after the date that such Lender reasonably should have learned of such Lender, be otherwise disadvantageous law or regulation (and in such case the Borrower's obligation to pay additional amounts to such Lender. (e) Failure or delay Lender for such reduction for any period prior to such 60-day period is conditioned on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) shall not constitute a waiver giving of such Lender’s or the Funding Entity’s, as applicable, right to demand such compensationtimely notice).

Increased Capital Costs. (a) If, after the date hereof 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) 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 a Lender or the Funding Entity or any Person controlling a Lender and such Lender or the Funding Entity, as the case may be, and reasonably determines that the rate of return on its or such controlling Person’s capital as a consequence of its Commitment commitment or the Loan made by such Lender purchases of Loans or the refinancing by maintenance of the Funding Entity under Class A Loans or the Funding AgreementClass B Loans, as applicable, by such Lender is reduced to a level below that which such Lender, the Funding Entity Lender 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 the Facility Agent such Lender to the Borrower, the Borrower shall immediately pay directly to such Lender or the Funding Entity, as the case may be, additional amounts incremental fees sufficient to compensate such Lender, the Funding Entity Lender or such controlling Person, as applicable, Person for such reduction in rate of return. . A statement of a Lender as to any such additional amount or amounts (b) Any notice pursuant to paragraph (a) above shall (i) describe including calculations thereof in reasonable detail detail), in the capital adequacy requirements which have been imposed, together with the approximate date absence of the effectiveness thereof and (ii) set forth the amount of such lowered return, and, with respect to the Funding Entitymanifest error, shall be accompanied by conclusive and binding on the Borrower; and provided, further, that the initial payment of such increased commitment fee shall include a copy of any relevant notice and supporting documentation provided by the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) payment for accrued amounts due under clause 16.2 (Réclamations) of the Funding Agreementthis Section 3.04 prior to such initial payment. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such additional amount, such a Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shallshall reasonably deem applicable so long as it applies such method to other similar transactions. Notwithstanding anything herein to the contrary, subject to paragraph (bx) abovethe Dodx-Xxaxx Xxxx Xxreet Reform and Consumer Protection Act and all requests, deem applicable. rules, guidelines or directives thereunder or issued in connection therewith and (dy) Each Lender agrees to use reasonable efforts all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (consistent with its internal policy and legal and or any successor or similar authority) or the United States or foreign 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 notauthorities, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. (e) Failure or delay on the part of any Lender or the Funding Entity to demand compensation each case pursuant to Basel III, shall in each case be deemed to be a change in law for purposes of this Clause 6.7 (Increased Capital Costs) shall not constitute a waiver Section 3.04, regardless of such Lender’s the date enacted, adopted or the Funding Entity’s, as applicable, right to demand such compensationissued.

Increased Capital Costs. (a) If, If after the date hereof 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) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender or the Funding Entity or any Person controlling such Lender or the Funding Entity, as the case may beLender, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitment or the Loan made by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity Lender 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 the Facility Agent such Lender to the Borrower, the Borrower shall immediately pay directly to such Lender or the Funding Entity, as the case may be, additional amounts sufficient to compensate such Lender, the Funding Entity Lender or such controlling Person, as applicable, Person for such reduction in rate of return. (b) . Any such notice pursuant to paragraph (a) above shall (i) describe in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness thereof and thereof, (ii) set forth the amount of such lowered return, and(iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with respect its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the Funding Entitybest of its knowledge, shall be accompanied by a copy such change in circumstances is of any relevant notice and supporting documentation provided by general application to the Funding Entity (and received by commercial banking industry in the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding Agreementjurisdictions in which such Lender does business. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (b) abovethe foregoing sentence, deem applicable. (d) . Each Lender 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, be otherwise disadvantageous to such Lender. (e) . Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) Section shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender notifies the Borrower of the circumstance giving rise to such reductions and of such Lender’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 notifies the Borrower of the circumstance giving rise to such reductions and of such Lender’s intention to claim compensation therefor.

Increased Capital Costs. (a) If, after the date hereof 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) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender or the Funding Entity or any Person controlling such Lender or the Funding Entity, as the case may beLender, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitment or the Loan made by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity Lender 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 the Facility Agent such Lender to the Borrower, the Borrower shall immediately pay directly to such Lender or the Funding Entity, as the case may be, additional amounts sufficient to compensate such Lender, the Funding Entity Lender or such controlling Person, as applicable, Person for such reduction in rate of return. (b) . Any such notice pursuant to paragraph (a) above shall (i) describe in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness thereof and thereof, (ii) set forth the amount of such lowered return, and(iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with respect its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the Funding Entitybest of its knowledge, shall be accompanied by a copy such change in circumstances is of any relevant notice and supporting documentation provided by general application to the Funding Entity (and received by commercial banking industry in the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding Agreementjurisdictions in which such Lender does business. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (b) abovethe foregoing sentence, deem applicable. (d) . Each Lender 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, be otherwise disadvantageous to such Lender. (e) . Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) Section shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender notifies the Borrower of the circumstance giving rise to such reductions and of such Lender’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 notifies the Borrower of the circumstance giving rise to such reductions and of such Lender’s intention to claim compensation therefor.

Increased Capital Costs. (a) If, after the date hereof If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, Participant reasonably 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) of any courtissued, central bank, regulator promulgated or other governmental authority increases the amount of capital required to be maintained by any Lender or the Funding Entity or any Person controlling such Lender or the Funding Entitymade, as the case may be, after the Closing Date (or, if later, the date on which such Participant becomes a Participant) affects or would affect the amount of capital required or expected to be maintained by such Participant or any corporation controlling such Participant and that the rate amount of return on its such capital is increased by or based upon the existence of such controlling PersonParticipant’s capital as a consequence commitment hereunder or under the Loan Agreement and other commitments of its Commitment this type or the Loan made by such Lender Loans or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity or such controlling Person would have achieved but for the occurrence of any such change in circumstanceLessor Amount, then, in any within 30 days of demand by such case upon notice Participant together with the certificate referred to below (with a copy of such demand and certificate to the Collateral Agent), the Lessee shall pay to the Collateral Agent for the account of such Participant, from time to time as specified by the Facility Agent to the Borrower, the Borrower shall immediately pay directly to such Lender or the Funding Entity, as the case may beParticipant, additional amounts sufficient to compensate such Lender, the Funding Entity Participant or such controlling Person, as applicable, for such reduction corporation in rate of return. (b) Any notice pursuant to paragraph (a) above shall (i) describe in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness thereof and (ii) set forth the amount light of such lowered returncircumstances, and, with respect to the Funding Entityextent that such Participant determines such increase in capital to be allocable to the existence of such Participant’s commitment hereunder or under the Loan Agreement or the Fundings made by such Participant hereunder, provided, that no Participant shall be accompanied by a copy of any relevant notice and supporting documentation provided by the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding Agreement. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (b) above, deem applicable. (d) Each Lender 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, be otherwise disadvantageous to such Lender. (e) Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right entitled to demand such compensation more than 90 days following the last day of the fiscal year of such Participant during which such capital requirement was applicable and in respect of which such Participant is seeking compensation; 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 90 days after the implementation of such retroactive law, interpretation, guidelines or request. A reasonably detailed certificate as to such amounts submitted to the Lessee and the Collateral Agent by such Participant in good faith shall be conclusive and binding for all purposes, absent manifest error.

Increased Capital Costs. (a) If, If after the date hereof 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) 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 or the Funding Entity or any Person controlling such Lender or the Funding Entity, as the case may beLender, 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 Commitment Commitments or the Loan Loans made by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity Lender 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 the Facility Agent such Lender to the Borrower, the Borrower shall immediately within five days of its receipt thereof pay directly to such Lender or the Funding Entity, as the case may be, additional amounts sufficient to compensate such Lender, the Funding Entity Lender or such controlling Person, as applicable, Person for such reduction in rate of return. . 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 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 (b) Any notice pursuant to paragraph (a) above shall (i) describe including calculations thereof in reasonable detail detail) shall, in the capital adequacy requirements which have been imposedabsence of manifest error, together with be conclusive and binding on the approximate date of the effectiveness thereof and (ii) set forth the amount of such lowered return, and, with respect to the Funding Entity, shall be accompanied by a copy of any relevant notice and supporting documentation provided by the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding AgreementBorrower. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any reasonable method of averaging and attribution that it shall, subject to paragraph (bin its sole and absolute discretion) above, shall deem applicable. (d) Each Lender 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, be otherwise disadvantageous to such Lender. (e) Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right to demand such compensation.

Increased Capital Costs. (a) If, after the date hereof 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) 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 or the Funding Entity or any Person controlling such Lender or the Funding Entity, as the case may beTerm 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 Commitment or the Loan Term Loans made by such Term Loan Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity Term Loan Lender 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 the Facility Agent such Term Loan Lender 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 or the Funding Entity, as the case may be, additional amounts sufficient to compensate such Lender, the Funding Entity Term Loan Lender or such controlling Person, as applicable, Person for such reduction in rate of return. . A statement of such Term Loan Lender as to any such additional amount or amounts (b) Any notice pursuant to paragraph (a) above shall (i) describe including calculations thereof in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness thereof and (iidetail) set forth the amount of shall be sent by such lowered return, and, with respect Term Loan Lender to the Funding EntityBorrower and shall, shall in the absence of manifest error, be accompanied by a copy of any relevant notice conclusive and supporting documentation provided by binding on the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding AgreementBorrower. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Term Loan Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (bin its sole and absolute discretion) above, shall deem applicable. (d) Each Lender 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, be otherwise disadvantageous to such Lender. (e) Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right to demand such compensation.

Increased Capital Costs. (a) If, after the date hereof 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) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender or the Funding Entity or any Person controlling such Lender or the Funding Entity, as the case may beLender, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitment or the Loan made by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity Lender 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 the Facility Agent such Lender to the Borrower, the Borrower shall immediately pay directly to such Lender or the Funding Entity, as the case may be, additional amounts sufficient to compensate such Lender, the Funding Entity Lender or such controlling Person, as applicable, Person for such reduction in rate of return. (b) . Any such notice pursuant to paragraph (a) above 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 and thereof, (ii) set forth the amount of such lowered return, and(iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with respect its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the Funding Entitybest of its knowledge, shall be accompanied by a copy such change in circumstances is of any relevant notice and supporting documentation provided by general application to the Funding Entity (and received by commercial banking industry in the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding Agreementjurisdictions in which such Lender does business. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (b) abovethe foregoing sentence, deem applicable. (d) . Each Lender 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, be otherwise disadvantageous to such Lender. (e) . Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) Section shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender notifies the Borrower of the circumstance giving rise to such reductions and of such Lender’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 notifies the Borrower of the circumstance giving rise to such reductions and of such Lender’s intention to claim compensation therefor.

Increased Capital Costs. (a) If, after the date hereof If any change in, to a Requirement of Law (other than with respect to any amendment made to Lender’s organizational or governing documents) or any change in the introduction, adoption, effectiveness, interpretation, reinterpretation interpretation or phase-in of, application thereof or compliance by Lender with any law request or regulation, directive, guideline, decision or request directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (a) shall subject Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (f) of the definition of Excluded Taxes and (C) Connection Income Taxes) with respect to this Agreement or any Loans made pursuant to it; (b) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of the Loans or extensions of credit by, or any other acquisition of funds by any office of Lender; or (c) shall impose on Lender any other condition; and the result of any courtof the foregoing is to increase the cost to Lender, central bank, regulator or other governmental authority increases the by an amount of capital required which Lender deems to be maintained material, of effecting or maintaining any loans or transactions hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Lender shall give Borrower prompt notice thereof by delivering to Borrower a certificate with reasonable detail as to any additional amounts payable pursuant to this subsection as calculated by Lender in good faith (a “Yield Protection Notice”), which shall be conclusive in the absence of manifest error. Borrower shall, at its option, within [***] Business Days of its receipt of any such Yield Protection Notice, either (A) (1) notify Lender of its intent to terminate this Agreement (without the imposition of any form of penalty, breakage costs or exit fees) and (2) pay all Obligations hereunder within [***] days of such notice to Lender or (B) pay Lender such additional amount or amounts as will compensate Lender for such increased cost or reduced amount receivable thereafter incurred; provided that, with respect to the Funding Entity immediately preceding clause (B), Borrower shall only be obligated to pay those amounts pursuant to this Section 2.06(c) to the extent incurred by Lender (1) within [***] days prior to delivery of the Yield Protection Notice to Borrower or (2) on or after delivery of such Yield Protection Notice to Borrower. In the event Borrower elects to terminate this Agreement and pay all Obligations hereunder pursuant to clause (A) above, in no event shall Borrower pay (i) any increased costs specified in the Yield Protection Notice or (ii) any increased costs accrued during the [***] days prior to receipt of such Yield Protection Notice. If Lender shall have determined in good faith that either (A) the adoption of or any Person controlling such change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by Lender or any corporation controlling Lender with any request or directive regarding capital adequacy (whether or not having the Funding Entityforce of law) from any Governmental Authority or Official Body made subsequent to the date hereof; or (B) compliance by Lender or any corporation controlling Lender with: (1) any directive or request from any Governing Authority or Official Body (whether or not having the force of law) imposed after the date hereof or (2) the requirements of, as whether such compliance is commenced prior to or after the case may bedate hereof, and any of (x) Basel III or (y) the Xxxx-Xxxxx Act, or any existing rules, regulations, guidance, interpretations or directives from the United States bank regulatory agencies relating to Basel III or the Xxxx-Xxxxx Act; shall have the effect of reducing the rate of return on its Lender’s or such controlling Personcorporation’s capital as a consequence of its Commitment or the Loan made by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity Lender or such controlling Person would have achieved but for corporation (taking into consideration Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Lender to be material to the occurrence extent Lender or such corporation determines such increase in capital to be attributable to the existence of any such change in circumstancethe obligations or agreements of Lender hereunder, then, in any such case upon case, Lender shall give Borrower prompt notice from time thereof by delivering to time Borrower a certificate with reasonable detail as to any additional amounts payable pursuant to this subsection as calculated by Lender in good faith (a “Capital Adequacy Notice”), which shall be conclusive in the Facility Agent absence of manifest error. Borrower shall, at its option, within [***] Business Days of its receipt of any such Capital Adequacy Notice, either (A) (1) notify Lender of its intent to terminate this Agreement (without the Borrowerimposition of any form of penalty, the Borrower shall immediately breakage costs or exit fees) and (2) pay directly all Obligations hereunder within [***] days of such notice to such Lender or the Funding Entity, (B) pay Lender such additional amount or amounts as the case may be, additional amounts sufficient to will compensate such Lender, the Funding Entity or such controlling Person, as applicable, Lender for such reduction in rate of return. (b) Any notice pursuant to paragraph (a) above shall (i) describe in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness thereof and (ii) set forth the amount of such lowered return, andreduction; provided that, with respect to the Funding Entityimmediately preceding clause (B), Borrower shall only be accompanied obligated to pay those amounts pursuant to this Section 2.06(c) to the extent incurred by a copy of any relevant notice and supporting documentation provided by the Funding Entity Lender (and received by the Facility Agent, directly or through the Funding Agents1) under clause 16.2 (Réclamations) within [***] days prior to delivery of the Funding AgreementCapital Adequacy Notice to Borrower or (2) on or after delivery of such Capital Adequacy Notice to Borrower. If In the Facility Agent event Borrower elects to terminate this Agreement and pay all Obligations hereunder pursuant to clause (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (bA) above, deem applicable. in no event shall Sellers pay (di) Each Lender agrees any increased costs specified in the Capital Adequacy Notice or (ii) any increased costs accrued during the [***] days prior to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making receipt of such a designation would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous Capital Adequacy Notice. If Xxxxxx becomes entitled to such Lender. (e) Failure or delay on the part of claim any Lender or the Funding Entity to demand compensation additional amounts pursuant to this Clause 6.7 (Increased Capital Costs) Section, it shall not constitute a waiver promptly notify the Borrower of the event by reason of which it has become so entitled; provided that Borrower shall only be obligated to pay such additional amounts to the extent Lender provides written notice of such Lender’s or amounts to the Funding Entity’s, Borrower within [***] days following Lender becoming aware of the incurrence of any such increased costs. A certificate as applicable, right to demand such compensationany additional amounts payable pursuant to this subsection submitted by Lender to the Borrower shall be conclusive in the absence of manifest error.

Increased Capital Costs. (a) If, after the date hereof 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) 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 or the Funding Entity or any Person controlling such Lender or the Funding Entity, as the case may beLender, 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 Commitment Commitments, issuance of or participation in Letters of Credit or the Loan Loans made by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity Lender 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 the Facility Agent such Lender to the BorrowerBorrowers, the Borrower shall immediately Borrowers shall, jointly and severally, pay directly to such Lender or the Funding Entity, as the case may be, within five Business Days additional amounts sufficient to compensate such Lender, the Funding Entity Lender or such controlling Person, as applicable, Person on an after-tax basis for such reduction in rate of return. (b) Any notice pursuant ; provided, however, that no Borrower shall have any obligation to paragraph (a) above pay any such 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 requirements applicable Borrower of its demand within 90 days after the date upon which have been imposed, together with the approximate date of the effectiveness thereof and (ii) set forth the amount of such lowered return, and, Lender or such controlling Person has obtained audited financial statements with respect to the Funding Entity, fiscal year of such Lender or such controlling Person in which such change occurred. Such Lender or controlling Person shall be accompanied by a copy promptly notify the Administrative Agent and the Borrowers in writing of the occurrence of any relevant notice such reduction (but in no event later than the date by which such Lender or 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 supporting documentation provided by the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding Agreementbinding on each Borrower. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (bin its sole and absolute discretion) above, shall deem applicable. (d) Each Lender 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, be otherwise disadvantageous to such Lender. (e) Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right to demand such compensation.

Increased Capital Costs. (a) If, after the date hereof 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) 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 or the Funding Entity or any Person controlling such Lender or the Funding Entity, as the case may beLender, 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 Commitment or the Loan made Loans made, or the Letters of Credit issued or participated in, by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity Lender 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 the Facility Agent such Lender to the BorrowerBorrowers, the Borrower Borrowers shall immediately pay directly to such Lender or the Funding Entity, as the case may be, additional amounts sufficient to compensate such Lender, the Funding Entity Lender or such controlling Person, as applicable, 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. A statement of such Lender as to any such additional amount or amounts (b) Any notice pursuant to paragraph (a) above shall (i) describe including calculations thereof in reasonable detail detail) shall, in the capital adequacy requirements which have been imposedabsence of manifest error, together with be conclusive and binding on the approximate date of the effectiveness thereof and (ii) set forth the amount of such lowered return, and, with respect to the Funding Entity, shall be accompanied by a copy of any relevant notice and supporting documentation provided by the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding AgreementBorrowers. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any reasonable method of averaging and attribution that it shall, subject to paragraph (bin its sole and absolute discretion) above, shall deem applicable. (d) Each . Any Lender agrees claiming any amounts payable pursuant to this Section shall use its commercially reasonable efforts (consistent including to change its applicable lending office with respect to some or all of its internal policy and legal and regulatory restrictionsLIBO Rate Loans) to designate a different Lending Office if avoid or materially reduce any amounts which 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, be otherwise disadvantageous Borrowers are obligated to such Lender. (e) Failure or delay on the part of any Lender or the Funding Entity to demand compensation pay pursuant to this Clause 6.7 (Increased Capital Costs) shall Section 4.5, so long as such Lender will not constitute a waiver of be materially disadvantaged and such change is not inconsistent with such Lender’s or the Funding Entity’s, as applicable, right to demand such compensationinternal policies.

Increased Capital Costs. (a) If, after the date hereof 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) of any court, central bank, regulator or other governmental authority increases would affect the amount of capital required to be maintained by any Lender or the Funding Entity Affected Person or any Person controlling such Lender or the Funding Entity, as the case may be, 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 Commitment commitment or the Loan Advances, Swingline Loans or Letters of Credit made or issued by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, Affected Person is reduced to a level below that which such Lender, the Funding Entity 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 Affected Person (or in the Facility Agent 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 Person) and such Funding Agent shall pay to such Affected Person, on or before 15 days after the Funding EntityCo-Issuers’ receipt of such notice, such amounts (“Increased Capital Costs”) as the case may be, additional amounts will be sufficient to compensate such Lender, the Funding Entity Affected Person or such controlling Person, as applicable, Person for such reduction in rate of return. . A statement of such Affected Person as to any such additional amount or amounts (b) Any notice pursuant to paragraph (a) above shall (i) describe including calculations thereof in reasonable detail detail), in the capital adequacy requirements which have been imposed, together with the approximate date absence of the effectiveness thereof and (ii) set forth the amount of such lowered return, and, with respect to the Funding Entitymanifest error, shall be accompanied by a copy of any relevant notice conclusive and supporting documentation provided by binding on the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding AgreementCo-Issuers. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such additional amount, such Lender or the Funding Entity, as the case may be, 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 paragraph (b) above, deem applicable. (d) Each Lender agrees to use reasonable efforts (consistent with its internal policy deliver such written notice only upon such Funding Agent’s obtaining actual knowledge of the 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 and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. (e) Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) and the Co-Issuers shall not constitute a waiver of have no liability for any Increased Costs which accrue more than 365 days prior to the time the applicable Funding Agent gives such Lender’s or the Funding Entity’s, as applicable, right to demand such compensationnotice.

Increased Capital Costs. (a) If, after the date hereof If any change in, Regulatory Change 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) of any court, central bank, regulator or other governmental authority increases would affect the amount of capital required to be maintained by any Lender which is a bank or the Funding Entity commercial financial institution or any Person controlling such Lender or the Funding Entity, as the case may beLender, 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 Commitment or the Loan made by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity Lender or such controlling Person would could have achieved but for the occurrence of any such change in circumstanceRegulatory Change, then, in any such case upon notice from time to time by the Facility Agent such Lender to the Borrower, the Borrower shall immediately may, at its option (i) within five days of receipt of such notice, pay directly to such Lender or the Funding Entity, as the case may be, additional amounts sufficient to compensate such Lender, the Funding Entity Lender or such controlling Person, as applicable, Person for the portion of such reduction in rate of return. (b) Any notice pursuant return which is reasonably allocable to paragraph (a) above shall (i) describe in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness thereof and Facility or (ii) set forth prepay the principal amount of and interest on such lowered returnaffected Lender's then outstanding Loans (subject, andhowever, with respect to SECTION 4.3). A statement of such Lender as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the Funding Entityabsence of demonstrated error, shall be accompanied by a copy of any relevant notice conclusive and supporting documentation provided by binding on the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding AgreementBorrower. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (bin its reasonable discretion) above, shall deem applicable. (db) Each Notwithstanding CLAUSE (a), the Borrower shall not be obligated to pay any amount to any Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making in respect of such a designation would avoid any such reduction in such the rate of return or increased cost which arises as a consequence of (i) any law or directive implementing the proposals for international convergence of capital measurement and would notcapital standards published by the Basle Committee on Banking Regulations and Supervisory Practices in July 1988 and/or (ii) the Council of the European Communities Directive of April 17, 1989, on the own funds of credit institutions (89/299/EC) and the Council of the European Communities Directive of December 18, 1989, on a solvency ratio for credit institutions (89/647/EC) to the extent that the impact of any such law or directive can reasonably be calculated at the Effective Date. In addition, no Lender may make any claim for compensation in respect of any such reduction in return or increased cost to the extent that a notification of the event leading to such reduction in the reasonable judgment rate or return or increased cost is not given to the Borrower within six months of such Lender, be otherwise disadvantageous to such Lender's obtaining knowledge thereof. (e) Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right to demand such compensation.

Increased Capital Costs. (a) If, after the date hereof 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) of any courtissued, central bank, regulator promulgated or other governmental authority increases the amount of capital required to be maintained by any Lender or the Funding Entity or any Person controlling such Lender or the Funding Entitymade, as the case may be, and after the rate date hereof affects or would affect the amount of return on its capital required or such controlling Person’s capital as a consequence of its Commitment liquidity requirements or the Loan made expected to be maintained by such Lender Participant or any corporation controlling such Participant and that the refinancing amount of such capital is increased by or based upon the Funding Entity under existence of such Participant’s Commitment hereunder and other commitments of this type then, within thirty (30) days of demand by such Participant together with the Funding Agreement, as applicable, is reduced certificate referred to below (with a level below that which copy of such Lenderdemand and certificate to the Administrative Agent), the Funding Entity or such controlling Person would have achieved but Lessee shall pay (provided, that prior to the Base Term Commencement Date and pursuant to the terms and conditions in this Transaction Agreement relating to Advances, Lessee shall request an Advance the proceeds of which shall be used to pay) to the Administrative Agent for the occurrence account of any such change in circumstanceParticipant, then, in any such case upon notice from time to time as specified by the Facility Agent to the Borrower, the Borrower shall immediately pay directly to such Lender or the Funding Entity, as the case may beParticipant, additional amounts sufficient to compensate such Lender, the Funding Entity Participant or such controlling Person, as applicable, for such reduction corporation in rate of return. (b) Any notice pursuant to paragraph (a) above shall (i) describe in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness thereof and (ii) set forth the amount light of such lowered returncircumstances, and, with respect to the Funding Entityextent that such Participant determines such increase in capital to be allocable to the existence of such Participant’s Commitment hereunder or the Fundings made by such Participant hereunder; provided, that no Participant shall be accompanied by a copy of any relevant notice and supporting documentation provided by the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding Agreement. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (b) above, deem applicable. (d) Each Lender 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, be otherwise disadvantageous to such Lender. (e) Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right entitled to demand such compensationcompensation if more than ninety (90) days following the later of such Participant’s incurrence or sufferance thereof and such Participant’s actual knowledge of the event giving rise to such 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 ninety (90) days after the implementation of such retroactive law, interpretation, guidelines or request. A certificate as to such amounts submitted to the Lessee and the Administrative Agent by such Participant in good faith shall be conclusive and binding for all purposes, absent manifest error.

Increased Capital Costs. (a) If, after the date hereof 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) 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 or the Funding Entity or any Person controlling such Lender or the Funding Entity, as the case may beLender, 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 Commitment or the Loan made Loans made, or the Letters of Credit issued or participated in, by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity Lender 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 the Facility Agent such Lender to the BorrowerBorrowers, the Borrower Borrowers shall immediately pay directly to such Lender or the Funding Entity, as the case may be, additional amounts sufficient to compensate such Lender, the Funding Entity Lender or such controlling Person, as applicable, 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. A statement of such Lender as to any such additional amount or amounts (b) Any notice pursuant to paragraph (a) above shall (i) describe including calculations thereof in reasonable detail detail) shall, in the capital adequacy requirements which have been imposedabsence of manifest error, together with be conclusive and binding on the approximate date of the effectiveness thereof and (ii) set forth the amount of such lowered return, and, with respect to the Funding Entity, shall be accompanied by a copy of any relevant notice and supporting documentation provided by the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding AgreementBorrowers. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any reasonable method of averaging and attribution that it shall, subject to paragraph (bin its sole and absolute discretion) above, shall deem applicable. (d) Each . Any Lender agrees claiming any amounts payable pursuant to this Section shall use its commercially reasonable efforts (consistent including to change its applicable lending office with respect to some or all of its internal policy and legal and regulatory restrictionsLIBO Rate Loans) to designate a different Lending Office if avoid or materially reduce any amounts which 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, be otherwise disadvantageous Borrowers are obligated to such Lender. (e) Failure or delay on the part of any Lender or the Funding Entity to demand compensation pay pursuant to this Clause 6.7 (Increased Capital Costs) shall Section 4.5, so long as such Lender will not constitute a waiver of be materially disadvantaged and such change is not inconsistent with such Lender’s or the Funding Entity’s, as applicable, right to demand such compensation's internal policies.

Increased Capital Costs. If any Change in Law affects or would (ai) 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) of any court, central bank, regulator or other governmental authority increases affect the amount of capital required or reasonably expected to be maintained by any Lender or the Funding Entity Affected Person or any Person controlling such Lender 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, in each case, imposed on or with respect to any payment made by or on account of any obligation of the Funding EntityCo-Issuers under this Agreement or any Related Document) on its loans, as the case may beloan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and such Affected Person 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 Commitment commitment hereunder or under a Program Support Agreement or the Loan Advances, Swingline Loans or Letters of Credit made or issued by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, Affected Person is reduced to a level below that which such Lender, the Funding Entity 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 Affected Person (or in the Facility 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 Borrowercase of the Swingline Lender or the L/C Provider, the Borrower shall immediately pay directly to such Lender or the Person) and such Funding EntityAgent shall pay to such Affected Person, such amounts (“Increased Capital Costs”) as the case may be, additional amounts will be sufficient to compensate such Lender, the Funding Entity Affected Person or such controlling Person, as applicable, Person for such reduction in rate of return. (b) Any notice pursuant to paragraph (a) above shall (i) describe in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness thereof and (ii) set forth the amount of such lowered return, and, ; provided that with respect to any notice given to the Funding EntityCo-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 accompanied by a copy of any relevant notice conclusive and supporting documentation provided by binding on the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding AgreementCo-Issuers. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such additional amount, such Lender or the Funding Entity, as the case may be, 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. For purposes of this Agreement, subject to paragraph (bi) abovethe Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all regulations, deem applicable. requests, guidelines or directives issued in connection therewith and (dii) Each Lender agrees to use reasonable efforts all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (consistent with its internal policy and legal and or any successor or similar authority) or the United States or foreign 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 notauthorities, in the reasonable judgment of such Lendereach case, be otherwise disadvantageous to such Lender. (e) Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) shall not constitute a waiver of such Lender’s or Basel III, are deemed to have gone into effect and been adopted subsequent to the Funding Entity’s, as applicable, right to demand such compensationdate hereof.

Increased Capital Costs. (a) If, after the date hereof 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) 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 Lessor directly or by its parent company (including, without limitation, any 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 Board of Governors) on account of the execution, delivery and performance hereof or of the Lease or the Funding Entity or any Person controlling such Lender or transactions contemplated in the Funding Entity, as the case may beOperative 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 Commitment or the Loan Funding made by such Lender or Lessor hereunder to pay its share of the refinancing by the Funding Entity under the Funding Agreement, as applicable, Purchase Price plus Capitalized Transaction Costs is reduced to a level below that which such Lender, the Funding Entity 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 Lessor to Lessee, Lessee shall, within five (5) Business Days following receipt of the Facility Agent statement referred to in the Borrowernext sentence, the Borrower shall immediately pay directly to such Lender or the Funding Entity, as the case may be, Lessor additional amounts sufficient to compensate such Lender, the Funding Entity Lessor or such controlling Person, as applicable, its parent for such reduction in rate of return. return (b) Any notice pursuant subject to paragraph Section 8.3). A statement of a Lessor as to any such additional amount or amounts (a) above shall (i) describe including calculations thereof in reasonable detail detail) shall, in the capital adequacy requirements which have been imposedabsence of manifest error, together with the approximate date of the effectiveness thereof and (ii) set forth the amount of such lowered return, and, with respect to the Funding Entity, shall be accompanied by a copy of any relevant notice and supporting documentation provided by the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding Agreementpresumed correct. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may each Lessor shall use any method of averaging and or attribution that it shall, subject to paragraph (bin its reasonable discretion) above, 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 (d3) 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 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, be otherwise disadvantageous to such Lender. (e) Failure or delay on the part Administrative Agent of any Lender or event occurring after the Funding Entity date of this Agreement which would entitle such Lessor to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) shall not constitute a waiver of such Lender’s or the Funding Entity’s, section as applicable, right promptly as practicable after it obtains knowledge thereof and determines to demand request such compensation.

Increased Capital Costs. (a) If, after the date hereof If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, Participant reasonably 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) of any courtissued, central bank, regulator promulgated or other governmental authority increases the amount of capital required to be maintained by any Lender or the Funding Entity or any Person controlling such Lender or the Funding Entitymade, as the case may be, and after the rate Original Closing Date affects or would affect the amount or liquidity of return on its capital required or such controlling Person’s capital as a consequence of its Commitment or the Loan made expected to be maintained by such Lender Participant or any corporation controlling such Participant and that the refinancing amount or liquidity of such capital is increased by or based upon the Funding Entity under existence of such Participant’s Commitment hereunder and other commitments of this type then, within thirty (30) days of demand by such Participant together with the Funding Agreement, as applicable, is reduced certificate referred to below (with a level below that which copy of such Lenderdemand and certificate to the Administrative Agent), the Funding Entity or such controlling Person would have achieved but Lessee shall pay to the Administrative Agent for the occurrence account of any such change in circumstanceParticipant, then, in any such case upon notice from time to time as specified by the Facility Agent to the Borrower, the Borrower shall immediately pay directly to such Lender or the Funding Entity, as the case may beParticipant, additional amounts sufficient to compensate such Lender, the Funding Entity Participant or such controlling Person, as applicable, for such reduction corporation in rate of return. (b) Any notice pursuant to paragraph (a) above shall (i) describe in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness thereof and (ii) set forth the amount light of such lowered returncircumstances, and, with respect to the Funding Entityextent that such Participant determines such increase in capital to be allocable to the existence of such Participant’s Commitment hereunder or the Fundings made by such Participant hereunder; provided, that no Participant shall be accompanied by a copy of any relevant notice and supporting documentation provided by the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding Agreement. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (b) above, deem applicable. (d) Each Lender 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, be otherwise disadvantageous to such Lender. (e) Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right entitled to demand such compensationcompensation if more than ninety (90) days following the later of such Participant’s incurrence or sufferance thereof and such Participant’s actual knowledge of the event giving rise to such 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 hundred twenty (120) days after the implementation of such retroactive law, interpretation, guidelines or request. A reasonably detailed certificate as to such amounts submitted to the Lessee and the Administrative Agent by such Participant in good faith shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted or issued.

Increased Capital Costs. (a) If, If after the date hereof 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) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender or the Funding Entity or any Person controlling such Lender or the Funding Entity, as the case may beLender, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitment or the Loan made by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity Lender 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 the Facility Agent such Lender to the Borrower, the Borrower shall immediately pay directly to such Lender or the Funding Entity, as the case may be, additional amounts sufficient to compensate such Lender, the Funding Entity Lender or such controlling Person, as applicable, Person for such reduction in rate of return. (b) . Any such notice pursuant to paragraph (a) above shall (i) describe in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness thereof and thereof, (ii) set forth the amount of such lowered return, and(iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with respect its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the Funding Entitybest of its knowledge, shall be accompanied by a copy such change in circumstances is of any relevant notice and supporting documentation provided by general application to the Funding Entity (and received by commercial banking industry in the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding Agreementjurisdictions in which such Lender does business. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (b) abovethe foregoing sentence, deem applicable. (d) . Each Lender 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, be otherwise disadvantageous to such Lender. (e) . Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) Section shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender notifies the Borrower of the circumstance giving rise to such reductions and of such Lender’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 Xxxxxx notifies the Borrower of the circumstance giving rise to such reductions and of such Xxxxxx’s intention to claim compensation therefor.

Increased Capital Costs. (a) If, after the date hereof If any change in, Regulatory Change 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) of any court, central bank, regulator or other governmental authority increases would affect the amount of capital required to be maintained by any Lender which is a bank or the Funding Entity commercial financial institution or any Person controlling such Lender or the Funding Entity, as the case may beLender, 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 Commitment or the Loan made by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity Lender or such controlling Person would could have achieved but for the occurrence of any such change in circumstanceRegulatory Change, then, in any such case upon notice from time to time by the Facility Agent such Lender to the Borrower, the Borrower shall immediately may, at its option (i) within five days of receipt of such notice, pay directly to such Lender or the Funding Entity, as the case may be, additional amounts sufficient to compensate such Lender, the Funding Entity Lender or such controlling Person, as applicable, Person for the portion of such reduction in rate of return. (b) Any notice pursuant return which is reasonably allocable to paragraph (a) above shall (i) describe in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness thereof and Facility or (ii) set forth prepay the principal amount of and interest on such lowered returnaffected Lender's then outstanding Loans (subject, andhowever, with respect to Section 4.3). A statement of such Lender as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the Funding Entityabsence of demonstrated error, shall be accompanied by a copy of any relevant notice conclusive and supporting documentation provided by binding on the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding AgreementBorrower. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (bin its reasonable discretion) above, shall deem applicable. (db) Each Notwithstanding clause (a), the Borrower shall not be obligated to pay any amount to any Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making in respect of such a designation would avoid any such reduction in such the rate of return or increased cost which arises as a consequence of (i) any law or directive implementing the proposals for international convergence of capital measurement and would notcapital standards published by the Basle Committee on Banking Regulations and Supervisory Practices in July 1988 and/or (ii) the Council of the European Communities Directive of April 17, 1989, on the own funds of credit institutions (89/299/EC) and the Council of the European Communities Directive of December 18, 1989, on a solvency ratio for credit institutions (89/647/EC) to the extent that the impact of any such law or directive can reasonably be calculated at the Effective Date. In addition, no Lender may make any claim for compensation in respect of any such reduction in return or increased cost to the extent that a notification of the event leading to such reduction in the reasonable judgment rate or return or increased cost is not given to the Borrower within six months of such Lender, be otherwise disadvantageous to such Lender's obtaining knowledge thereof. (e) Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right to demand such compensation.

Increased Capital Costs. (a) If, If after the date hereof 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) 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 or the Funding Entity Participant or any Person controlling such Lender or the Funding Entity, as the case may beParticipant, and such Participant reasonably determines that the rate of return on its or such controlling Person’s 's capital as a consequence of its Commitment or the Loan Loans or Equity Amounts, as the case may be, made by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, Participant is reduced to a level below that which such Lender, the Funding Entity 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 the Facility Agent such Participant to the BorrowerCompany, the Borrower Lessee, on a pro rata basis, shall immediately pay directly to such Lender or the Funding Entity, as the case may be, Participant additional amounts sufficient to compensate such Lender, the Funding Entity Participant or such controlling Person, as applicable, Person for such reduction in rate of return. . A statement of such Participant as to any such additional amount or amounts (b) Any notice pursuant to paragraph (a) above shall (i) describe including calculations thereof in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness thereof and (iidetail) set forth the amount of such lowered return, and, with respect to the Funding Entity, shall be accompanied by a copy of any relevant notice presumed correct and supporting documentation provided by binding on the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding AgreementCompany absent demonstrable error. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or Participant shall use its standard practice in determining such amount, and, in the Funding Entity, as the case may beabsence of such standard practice, may use any reasonable method of averaging and attribution that it shall, subject to paragraph (b) above, shall deem applicable. . The Company shall not be required to make any payment for such additional amounts arising prior to the date which is ninety (d90) Each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if days before the making date of such a designation would avoid notice. If any affected Participant shall subsequently recoup costs for which such reduction in Participant has heretofore been compensated by the Company under this Section 11.11 such rate of return and would not, in Participant shall remit to the reasonable judgment Company the amount of such Lender, be otherwise disadvantageous to such Lenderrecoupment. (e) Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right to demand such compensation.

Increased Capital Costs. (a) If, after the date hereof If any change in, Regulatory Change 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) of any court, central bank, regulator or other governmental authority increases would affect the amount of capital required to be maintained by any the Lender or the Funding Entity or any Person controlling such Lender or the Funding Entity, as the case may beLender, and the 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 Commitment or the Loan made by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity Lender or such controlling Person would could have achieved but for the occurrence of any such change in circumstanceRegulatory Change, then, in any such case upon notice from time to time by the Facility Agent Lender to the Borrower, the Borrower shall immediately may, at its option (i) within five days of receipt of such notice, pay directly to such the Lender or the Funding Entity, as the case may be, additional amounts sufficient to compensate such Lender, the Funding Entity Lender or such controlling Person, as applicable, Person for the portion of such reduction in rate of return. (b) Any notice pursuant return which is reasonably allocable to paragraph (a) above shall (i) describe in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness thereof and Facility or (ii) set forth prepay the principal amount of such lowered returnand interest on the affected Lender's then outstanding Loan (subject, andhowever, with respect to the Funding Entity, shall be accompanied by a copy of any relevant notice and supporting documentation provided by the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) Section 4.3). A statement of the Funding AgreementLender as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the absence of demonstrated error, be conclusive and binding on the Borrower. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such the Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (bin its reasonable discretion) above, shall deem applicable. (db) Each Notwithstanding clause (a), the Borrower shall not be obligated to pay any amount to the Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making in respect of such a designation would avoid any such reduction in such the rate of return or increased cost which arises as a consequence of (i) any law or directive implementing the proposals for international convergence of capital measurement and would notcapital standards published by the Basle Committee on Banking Regulations and Supervisory Practices in July 1988 and/or (ii) the Council of the European Communities Directive of April 17, 1989, on the own funds of credit institutions (89/299/EC) and the Council of the European Communities Directive of December 18, 1989, on a solvency ratio for credit institutions (89/647/EC) to the extent that the impact of any such law or directive can reasonably be calculated at the Effective Date. In addition, the Lender may not make any claim for compensation in respect of any such reduction in return or increased cost to the extent that a notification of the event leading to such reduction in the reasonable judgment rate or return or increased cost is not given to the Borrower within six months of such the Lender, be otherwise disadvantageous to such Lender's obtaining knowledge thereof. (e) Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right to demand such compensation.

Increased Capital Costs. (a) If, If after the date hereof 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) 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 or the Funding Entity or any Person controlling such Lender or the Funding Entity, as the case may beLender, 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 Commitment Commitments or the Loan Loans made by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity Lender 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 the Facility Agent such Lender 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 or the Funding Entity, as the case may be, additional amounts sufficient to compensate such Lender, the Funding Entity Lender or such controlling Person, as applicable, Person for such reduction in rate of return. . Such Lender shall promptly and in no event later than ninety (b90) Any 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 pursuant or, should such cost have accrued retroactively, within ninety (90) days of the determination by such Lender of such cost. A statement of such Lender as to paragraph any such additional amount or amounts (a) above shall (i) describe including calculations thereof in reasonable detail detail) shall, in the capital adequacy requirements which have been imposedabsence of manifest error, together with be conclusive and binding on the approximate date of the effectiveness thereof and (ii) set forth the amount of such lowered return, and, with respect to the Funding Entity, shall be accompanied by a copy of any relevant notice and supporting documentation provided by the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding AgreementBorrower. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any reasonable method of averaging and attribution that it shall, subject to paragraph (bin its sole and absolute discretion) above, shall deem applicable. (d) Each Lender 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, be otherwise disadvantageous to such Lender. (e) Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right to demand such compensation.

Increased Capital Costs. (a) 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) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender or the Funding Entity or any Person controlling such Lender or the Funding Entity, as the case may be, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitment or the Loan made by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity 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 the Facility Agent to the Borrower, the Borrower shall immediately pay directly to such Lender or the Funding Entity, as the case may be, additional amounts sufficient to compensate such Lender, the Funding Entity or such controlling Person, as applicable, for such reduction in rate of return. (b) Any notice pursuant to paragraph (a) above shall (i) describe in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness thereof and (ii) set forth the amount of such lowered return, and, with respect to the Funding Entity, shall be accompanied by a copy of any relevant notice and supporting documentation provided by the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding Agreement. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (b) above, deem applicable. (d) Each Lender 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, be otherwise disadvantageous to such Lender. (e) Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right to demand such compensation.paragraph

Increased Capital Costs. (a) IfIf any Lessor determines that, due to either (i) the introduction of or any change in the interpretation of any law or regulation (in each case after the date hereof hereof) or (ii) the compliance by that Lessor with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision guideline or request (in each case after the date hereof) from any central bank or other Authority (whether or not having the force of law), there shall be any reduction in the rate of return on it or its parent's capital as a consequence of the Funding made by such Lessor hereunder to pay its share of the Purchase Price, then the Lessee shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lessor, additional amounts as are sufficient to compensate such Lessor for such increased costs. (b) If any Lessor determines that (i) the introduction of any courtCapital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank, regulator bank or other governmental authority increases Authority charged with the interpretation or administration thereof, or (iv) compliance by the Lessor or any corporation or other entity controlling the Lessor with any Capital Adequacy Regulation (in each case after the date hereof), affects or would affect the amount of capital required or expected to be maintained by any Lender or the Funding Entity Lessor or any Person corporation or other entity controlling the Lessor and (taking into consideration such Lender Lessor's or the Funding Entity, as the case may be, such corporation's or other entity's policies with respect to capital adequacy and the rate of such Lessor's desired return on its or capital) determines that the amount of such controlling Person’s capital is increased as a consequence of its Commitment or the Loan made by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity or such controlling Person would have achieved but for the occurrence of any such change in circumstanceobligations hereunder, then, in any upon demand of such case upon notice Lessor to the Lessee through the Agent, the Lessee shall pay to the Lessor, from time to time as specified by the Facility Agent to the BorrowerLessor, the Borrower shall immediately pay directly to such Lender or the Funding Entity, as the case may be, additional amounts sufficient to compensate such Lender, yield the Funding Entity or such controlling Person, Lessor the same return as applicable, for such reduction in rate of return. (b) Any notice pursuant to paragraph (a) above shall (i) describe in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness thereof and (ii) set forth if the amount of such lowered return, and, with respect to the Funding Entity, shall be accompanied by a copy of any relevant notice and supporting documentation provided by the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding Agreement. If the Facility Agent (directly or through the Funding Agents) has capital had not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b)been increased. (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (b) above, deem applicable. (d) Each Lender 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, be otherwise disadvantageous to such Lender. (e) Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right to demand such compensation.

Increased Capital Costs. (a) If, after the date hereof If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, Participant reasonably 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) of any courtissued, central bank, regulator promulgated or other governmental authority increases the amount of capital required to be maintained by any Lender or the Funding Entity or any Person controlling such Lender or the Funding Entitymade, as the case may be, and after the rate Restatement Date affects or would affect the amount or liquidity of return on its capital required or such controlling Person’s capital as a consequence of its Commitment or the Loan made expected to be maintained by such Lender Participant or any corporation controlling such Participant and that the refinancing amount or liquidity of such capital is increased by or based upon the Funding Entity under existence of such Participant’s Commitment hereunder and other commitments of this type then, within thirty (30) days of demand by such Participant together with the Funding Agreement, as applicable, is reduced certificate referred to below (with a level below that which copy of such Lenderdemand and certificate to the Administrative Agent), the Funding Entity or such controlling Person would have achieved but Lessee shall pay to the Administrative Agent for the occurrence account of any such change in circumstanceParticipant, then, in any such case upon notice from time to time as specified by the Facility Agent to the Borrower, the Borrower shall immediately pay directly to such Lender or the Funding Entity, as the case may beParticipant, additional amounts sufficient to compensate such Lender, the Funding Entity Participant or such controlling Person, as applicable, for such reduction corporation in rate of return. (b) Any notice pursuant to paragraph (a) above shall (i) describe in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness thereof and (ii) set forth the amount light of such lowered returncircumstances, and, with respect to the Funding Entityextent that such Participant determines such increase in capital to be allocable to the existence of such Participant’s Commitment hereunder or the Fundings made by such Participant hereunder; provided, that no Participant shall be accompanied by a copy of any relevant notice and supporting documentation provided by the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding Agreement. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (b) above, deem applicable. (d) Each Lender 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, be otherwise disadvantageous to such Lender. (e) Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right entitled to demand such compensationcompensation if more than ninety (90) days following the later of such Participant’s incurrence or sufferance thereof and such Participant’s actual knowledge of the event giving rise to such 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 hundred twenty (120) days after the implementation of such retroactive law, interpretation, guidelines or request. A reasonably detailed certificate as to such amounts submitted to the Lessee and the Administrative Agent by such Participant in good faith shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything herein to the contrary, (x) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted or issued.

Increased Capital Costs. If any Requirement of Law (aother than with respect to any amendment made to Lender’s organizational or governing documents) If, after the date hereof or any change in, in the interpretation or the introduction, adoption, effectiveness, interpretation, reinterpretation application thereof or phase-in of, compliance by Lender with any law request or regulation, directive, guideline, decision or request directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (a) shall subject Lender to any tax of any courtkind whatsoever with respect to this Agreement or any Loans made pursuant to it (excluding net income taxes) or change the basis of taxation of payments to Lender in respect thereof; (b) shall impose, central bankmodify or hold applicable any reserve, regulator special deposit, compulsory advance or similar requirement against assets held by deposits or other governmental authority increases liabilities in or for the account of the Loans or extensions of credit by, or any other acquisition of funds by any office of Lender which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (c) shall impose on Lender any other condition; and the result of any of the foregoing is to increase the cost to Lender, by an amount of capital required which Lender deems to be maintained by material, of effecting or maintaining Loans hereunder, or to reduce any Lender or the Funding Entity or any Person controlling such Lender or the Funding Entity, as the case may be, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitment or the Loan made by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity or such controlling Person would have achieved but for the occurrence of any such change amount receivable hereunder in circumstancerespect thereof, then, in any such case upon notice case, Borrowers shall promptly pay to Lender such additional amount or amounts as will compensate Lender for such increased cost or reduced amount receivable thereafter incurred. If the Lender shall have determined that either (i) the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to the Lender’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by the Lender or any corporation controlling the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority or Official Body made subsequent to the date hereof; or (ii) compliance by Lender or any corporation controlling Lender with: (x) any directive or request from any Governing Authority or Official Body imposed after the date hereof or (y) the requirements of, whether such compliance is commenced prior to or after the date hereof, any of (a) Basel III or (b) the Dxxx-Xxxxx Act, or any existing rules, regulations, guidance, interpretations or directives from the United States bank regulatory agencies relating to Basel III or the Dxxx-Xxxxx Act, shall have the effect of reducing the rate of return on the Lender’s or such corporation’s capital (taking into consideration the Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by the Lender in its reasonable discretion to be material and to the extent Lender determines such reduced rate of return to be attributable to the existence of the obligations or agreements of Lender hereunder, then from time to time by the Facility Agent time, Borrowers shall promptly pay to the Borrower, Lender such additional amount or amounts as will thereafter compensate the Borrower shall immediately pay directly Lender for such reduction. If Lender becomes entitled to such Lender or the Funding Entity, as the case may be, claim any additional amounts sufficient to compensate such Lender, the Funding Entity or such controlling Person, as applicable, for such reduction in rate of return. (b) Any notice pursuant to paragraph (a) above shall (i) describe in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness thereof and (ii) set forth the amount of such lowered return, and, with respect to the Funding Entity, shall be accompanied by a copy of any relevant notice and supporting documentation provided by the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding Agreement. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (b) above, deem applicable. (d) Each Lender 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, be otherwise disadvantageous to such Lender. (e) Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) Section 2.06, it shall not constitute a waiver promptly notify Borrowers of such Lender’s or the Funding Entity’s, event by reason of which it has become so entitled. A certificate as applicable, right to demand such compensationany additional amounts payable pursuant to this subsection submitted by Lender to Borrowers shall be conclusive in the absence of manifest error.

Increased Capital Costs. (a) If, after the date hereof 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) 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 or the Funding Entity or any Person controlling such Lender or the Funding Entity, as the case may beLender, 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 Commitment Commitments, participation in Letters of Credit, acceptance of or funding of Canadian BAs or the Loan Loans made by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity Lender 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 the Facility Agent such Lender to the BorrowerCompany, the applicable Borrower shall immediately pay directly to such Lender or the Funding Entity, as the case may be, additional amounts sufficient to compensate such Lender, the Funding Entity Lender or such controlling Person, as applicable, Person for such reduction in rate of return. . A statement of such Lender as to any such additional amount or amounts (b) Any notice pursuant to paragraph (a) above shall (i) describe including calculations thereof in reasonable detail detail) shall, in the capital adequacy requirements which have been imposedabsence of manifest error, together with be conclusive and binding on the approximate date of the effectiveness thereof and (ii) set forth the amount of such lowered return, and, with respect to the Funding Entity, shall be accompanied by a copy of any relevant notice and supporting documentation provided by the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding AgreementBorrowers. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (bin its sole and absolute discretion) above, shall deem applicable. (d) Each ; provided, that such Lender 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, be otherwise disadvantageous to such Lender. (e) Failure or delay may not impose materially greater costs on the part Borrowers than on other similarly situated borrowers by virtue of any Lender such averaging or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right to demand such compensationattribution method.

Increased Capital Costs. (a) If, after the date hereof If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, Participant reasonably 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) of any courtissued, central bank, regulator promulgated or other governmental authority increases the amount of capital required to be maintained by any Lender or the Funding Entity or any Person controlling such Lender or the Funding Entitymade, as the case may be, and after the rate Restatement Date affects or would affect the amount or liquidity of return on its capital required or such controlling Person’s capital as a consequence of its Commitment or the Loan made expected to be maintained by such Lender Participant or any corporation controlling such Participant and that the refinancing amount or liquidity of such capital is increased by or based upon the Funding Entity under existence of such Participant’s Commitment hereunder and other commitments of this type then, within thirty (30) days of demand by such Participant together with the Funding Agreement, as applicable, is reduced certificate referred to below (with a level below that which copy of such Lenderdemand and certificate to the Administrative Agent), the Funding Entity or such controlling Person would have achieved but Lessee shall pay to the Administrative Agent for the occurrence account of any such change in circumstanceParticipant, then, in any such case upon notice from time to time as specified by the Facility Agent to the Borrower, the Borrower shall immediately pay directly to such Lender or the Funding Entity, as the case may beParticipant, additional amounts sufficient to compensate such Lender, the Funding Entity Participant or such controlling Person, as applicable, for such reduction corporation in rate of return. (b) Any notice pursuant to paragraph (a) above shall (i) describe in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness thereof and (ii) set forth the amount light of such lowered returncircumstances, and, with respect to the Funding Entityextent that such Participant determines such increase in capital to be allocable to the existence of such Participant’s Commitment hereunder or the Fundings made by such Participant hereunder; provided, that no Participant shall be accompanied by a copy of any relevant notice and supporting documentation provided by the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding Agreement. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (b) above, deem applicable. (d) Each Lender 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, be otherwise disadvantageous to such Lender. (e) Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right entitled to demand such compensationcompensation if more than ninety (90) days following the later of such Participant’s incurrence or sufferance thereof and such Participant’s actual knowledge of the event giving rise to such 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 hundred twenty (120) days after the implementation of such retroactive law, interpretation, guidelines or request. A reasonably detailed certificate as to such amounts submitted to the Lessee and the Administrative Agent by such Participant in good faith shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything herein to the contrary, (x) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted or issued.

Increased Capital Costs. (a) If, after the date hereof 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) of any courtissued, central bank, regulator promulgated or other governmental authority increases the amount of capital required to be maintained by any Lender or the Funding Entity or any Person controlling such Lender or the Funding Entitymade, as the case may be, after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Participant or any corporation controlling such 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 Commitment this type or the Loan made by such Lender Loans or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity 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 the Facility Agent to the Borrower, the Borrower shall immediately pay directly to such Lender or the Funding Entity, as the case may beParticipant, additional amounts sufficient to compensate such Lender, the Funding Entity Participant or such controlling Person, as applicable, for such reduction corporation in rate of return. (b) Any notice pursuant to paragraph (a) above shall (i) describe in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness thereof and (ii) set forth the amount light of such lowered returncircumstances, and, with respect to the Funding Entityextent that such Participant determines such increase in capital to be allocable to the existence of such Participant's Commitment hereunder or the Fundings made by such Participant hereunder, provided, that no Participant shall be accompanied by a copy of any relevant notice and supporting documentation provided by the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding Agreement. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (b) above, deem applicable. (d) Each Lender 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, be otherwise disadvantageous to such Lender. (e) Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right entitled to demand such compensationcompensation more than one year following the later of such Participant's incurrence or sufferance thereof and such Participant's actual knowledge of the event giving rise to such 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 retroactive law, interpretation, guidelines or request. A certificate as to such amounts submitted to the Lessee and the Administrative Agent by such Participant in good faith shall be conclusive and binding for all purposes, absent manifest error.

Increased Capital Costs. (a) If, after the date hereof 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) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained by any Lender or the Funding Entity or any Person controlling such Lender or the Funding Entity, as the case may beLender, and the rate of return on its or NYDOCS03/880756.14 26 such controlling Person’s capital as a consequence of its Commitment or the Loan made by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity Lender 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 the Facility Agent such Lender to the Borrower, the Borrower shall immediately pay directly to such Lender or the Funding Entity, as the case may be, additional amounts sufficient to compensate such Lender, the Funding Entity Lender or such controlling Person, as applicable, Person for such reduction in rate of return. (b) . Any such notice pursuant to paragraph (a) above shall (i) describe in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness thereof and thereof, (ii) set forth the amount of such lowered return, and(iii) describe the manner in which such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender’s standard method of calculating such amount, (v) certify that such request for such additional amounts is consistent with respect its treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the Funding Entitybest of its knowledge, shall be accompanied by a copy such change in circumstances is of any relevant notice and supporting documentation provided by general application to the Funding Entity (and received by commercial banking industry in the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding Agreementjurisdictions in which such Lender does business. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (b) abovethe foregoing sentence, deem applicable. (d) . Each Lender 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, be otherwise disadvantageous to such Lender. (e) . Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) Section shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that such Lender notifies the Borrower of the circumstance giving rise to such reductions and of such Lender’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 notifies the Borrower of the circumstance giving rise to such reductions and of such Lender’s intention to claim compensation therefor.

Increased Capital Costs. (a) If, after the date hereof 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) 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 or the Funding Entity or any Person controlling such Lender or the Funding Entity, as the case may beLender, 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 Commitment or Commitments, participation in Letters of Credit, the Loan Loans made by such Lender Lender, in each case to or at the refinancing by the Funding Entity under the Funding Agreement, as applicablerequest of such Borrower, is reduced to a level below that which such Lender, the Funding Entity Lender 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 the Facility Agent such Lender to the BorrowerBorrowers, the such Borrower shall immediately pay directly to such Lender or the Funding Entity, as the case may be, additional amounts sufficient to compensate such Lender, the Funding Entity Lender or such controlling Person, as applicable, Person for such reduction in rate of return. . A statement of such Lender as to any such additional amount or amounts (b) Any notice pursuant to paragraph (a) above shall (i) describe including calculations thereof in reasonable detail detail) shall, in the capital adequacy requirements which have been imposedabsence of manifest error, together with be conclusive and binding on the approximate date of the effectiveness thereof and (ii) set forth the amount of such lowered return, and, with respect to the Funding Entity, shall be accompanied by a copy of any relevant notice and supporting documentation provided by the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding AgreementBorrowers. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (bin its sole and absolute discretion) above, shall deem applicable. (d) Each ; provided, however, that such Lender 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, be otherwise disadvantageous to such Lender. (e) Failure or delay may not impose materially greater costs on the part Borrowers than on other similarly situated borrowers by virtue of any Lender such averaging or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right to demand such compensationattribution method.

Increased Capital Costs. If any Requirement of Law (aother than with respect to any amendment made to Lender’s organizational or governing documents) If, after the date hereof or any change in, in the interpretation or the introduction, adoption, effectiveness, interpretation, reinterpretation application thereof or phase-in of, compliance by Lender with any law request or regulation, directive, guideline, decision or request directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (a) shall subject Lender to any tax of any courtkind whatsoever with respect to this Agreement or any Loans made pursuant to it (excluding net income taxes) or change the basis of taxation of payments to Lender in respect thereof; (b) shall impose, central bankmodify or hold applicable any reserve, regulator special deposit, compulsory advance or similar requirement against assets held by deposits or other governmental authority increases liabilities in or for the account of the Loans or extensions of credit by, or any other acquisition of funds by any office of Lender which is not otherwise included in the determination of the LIBO Base Rate hereunder; or (c) shall impose on Lender any other condition; and the result of any of the foregoing is to increase the cost to Lender, by an amount of capital required which Lender deems to be maintained by material, of effecting or maintaining Loans hereunder, or to reduce any Lender or the Funding Entity or any Person controlling such Lender or the Funding Entity, as the case may be, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitment or the Loan made by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity or such controlling Person would have achieved but for the occurrence of any such change amount receivable hereunder in circumstancerespect thereof, then, in any such case upon notice case, Borrowers shall promptly pay to Lender such additional amount or amounts as will compensate Lender for such increased cost or reduced amount receivable thereafter incurred. If the Lender shall have determined that either (i) the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to the Lender’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by the Lender or any corporation controlling the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority or Official Body made subsequent to the date hereof; or (ii) compliance by Lender or any corporation controlling Lender with: (x) any directive or request from any Governing Authority or Official Body imposed after the date hereof or (y) the requirements of, whether such compliance is commenced prior to or after the date hereof, any of (a) Basel III or (b) the Xxxx-Xxxxx Act, or any existing rules, regulations, guidance, interpretations or directives from the United States bank regulatory agencies relating to Basel III or the Xxxx-Xxxxx Act, shall have the effect of reducing the rate of return on the Lender’s or such corporation’s capital (taking into consideration the Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by the Lender in its reasonable discretion to be material and to the extent Lender determines such reduced rate of return to be attributable to the existence of the obligations or agreements of Lender hereunder, then from time to time by the Facility Agent time, Borrowers shall promptly pay to the Borrower, Lender such additional amount or amounts as will thereafter compensate the Borrower shall immediately pay directly Lender for such reduction. If Lender becomes entitled to such Lender or the Funding Entity, as the case may be, claim any additional amounts sufficient to compensate such Lender, the Funding Entity or such controlling Person, as applicable, for such reduction in rate of return. (b) Any notice pursuant to paragraph (a) above shall (i) describe in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness thereof and (ii) set forth the amount of such lowered return, and, with respect to the Funding Entity, shall be accompanied by a copy of any relevant notice and supporting documentation provided by the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 (Réclamations) of the Funding Agreement. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b). (c) In determining such amount, such Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (b) above, deem applicable. (d) Each Lender 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, be otherwise disadvantageous to such Lender. (e) Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 (Increased Capital Costs) Section 2.06, it shall not constitute a waiver promptly notify Borrowers of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by Lender to Borrowers shall be conclusive in the absence of manifest error. To the extent that Lender demands compensation for such Lender’s or amounts, Borrowers shall have the Funding Entity’s, as applicable, right to demand designate the Termination Date by written notice given to Lender at least thirty (30) days before such compensationTermination Date has occurred and Borrowers shall only be obligated to pay Lender the amounts under this Section 2.06(c) to the extent such amounts are necessary to compensate Lender through the Termination Date and upon repayment of all Obligations outstanding on such Termination Date.