Common use of Increased Capital Clause in Contracts

Increased Capital. If either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) compliance by any Lender with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender (including any determination after the Effective Date by any such central bank, governmental authority or comparable agency that, for purposes of capital adequacy requirements, the Commitments hereunder do not constitute commitments with an original maturity of one year or less) and such Lender determines that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, within ten days after demand, and delivery to the Borrower of the certificate referred to in the last sentence of this Section 2.12 by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder (except any such increase in capital incurred more than, or compensation attributable to the period before, 90 days prior to the date of such demand; for the purposes hereof any increase in capital allocable to, or compensation attributable to, a period prior to the publication or effective date of such an introduction, change, guideline or request shall be deemed to be incurred on the later of such publication or effective date). Each Lender agrees to use its best reasonable efforts promptly to notify the Borrower of any event referred to in clause (i) or (ii) above, provided that the failure to give such notice shall not affect the rights of any Lender under this Section 2.12 (except as otherwise expressly provided above in this Section 2.12). A certificate in reasonable detail as to the basis for, and the amount of, such compensation submitted to the Borrower and the Administrative Agent by such Lender shall, in the absence of manifest error, be conclusive and binding for all purposes.

Increased Capital. If either (ia) If, after the introduction date of this Agreement, the adoption of any applicable law, rule, or regulation regarding capital adequacy, or any change in therein, or change in the interpretation of or administration thereof by any law governmental authority, central bank, or regulation comparable agency charged with the interpretation or (ii) administration thereof, or compliance by any Lender Bank with any guideline request or request from any central bank or other governmental authority directive regarding capital adequacy (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender (including any determination after the Effective Date by any such authority, central bank, governmental authority or comparable agency thatagency, has the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank would have achieved but for purposes of such adoption, change, or compliance (taking into consideration such Bank's policies with respect to capital adequacy requirements, the Commitments hereunder do not constitute commitments with adequacy) by an original maturity of one year or less) and such Lender determines that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, within ten days after demand, and delivery to the Borrower of the certificate referred to in the last sentence of this Section 2.12 deemed by such Lender (with a copy of such demand Bank to the Administrative Agent)be material, the Borrower shall pay to the Administrative Agent for the account of such Lender, then from time to time as specified within 15 days after demand by such LenderBank, the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction; provided, that, no Bank shall request, and the Company shall not be obligated to pay, any amounts in excess of the amounts charged by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar to the one provided herein. Notwithstanding the foregoing, a Bank shall not be entitled to compensation from the Company for any such additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder (except any such increase in capital incurred more than, or compensation attributable to the period before, 90 than 30 days prior to before the date of such demand; for on which the purposes hereof any increase in capital allocable to, or compensation attributable to, a period prior to Bank notifies the publication or effective date of such an introduction, change, guideline or request shall be deemed to be incurred on the later of such publication or effective date). Each Lender agrees to use its best reasonable efforts promptly to notify the Borrower Company of any event referred which would entitle the Bank to in clause compensation pursuant to this Section 7.1. (ib) or (ii) aboveEach Bank will promptly notify the Company of any event of which it has knowledge that will entitle such Bank to compensation pursuant to this Section 7.1, provided together with a certificate signed by an authorized officer of the Bank setting forth the basis of such demand and certifying that the failure amounts demanded hereunder are not in excess of the amounts charged by such Bank to give similarly situated borrowers of such notice shall not affect the rights of any Lender Bank under this Section 2.12 (except as otherwise expressly provided above in this Section 2.12). A certificate in reasonable detail as revolving credit facilities similar to the basis one provided herein. The Bank will designate a different lending office if such designation will avoid the need for, and or reduce the amount of, such compensation submitted and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank or contrary to its stated policies. The Bank's certification of the Borrower and the Administrative Agent by such Lender shall, additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest demonstrable error. In determining such amount, be conclusive such Bank may use reasonable averaging and binding for all purposesattribution methods.

Increased Capital. If either any Lender determines that any Change in Law regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company (iif any) to a level below that which such Lender or such Lender’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s policies and the introduction policies of or any change in or in the interpretation of any law or regulation or such Lender’s holding company with respect to capital adequacy and liquidity), and (ii) compliance by any Lender with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender (including any determination after the Effective Date by any such central bank, governmental authority or comparable agency that, for purposes of capital adequacy requirements, the Commitments hereunder do not constitute commitments with an original maturity of one year or less) and such Lender determines that the amount of such capital or liquidity is increased by or based upon the making or maintenance by any Lender of its Loans or other advances made hereunder or the existence of such any Lender's commitment ’s obligation to lend hereunder and other commitments of this typemake Loans, then, within ten days after demandin any such case, and delivery to the Borrower of the certificate referred to in the last sentence of this Section 2.12 upon written demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, ) from time to time the Borrower will pay to such Lender such additional amount or amounts as specified by such Lender, additional amounts sufficient to will compensate such Lender or such corporation in Lender’s holding company for any such reduction suffered. The Borrower shall not be required to pay such additional amounts unless such amounts are the light result of such circumstances, requirements imposed generally on lenders similar to the extent that such Lender reasonably determines and not the result of some specific reserve or similar requirement imposed on such increase in capital to be allocable to the existence Lender as a result of such Lender's commitment to lend hereunder (except any such increase in capital incurred more than, or compensation attributable to the period before, 90 days prior to the date of such demand; for the purposes hereof any increase in capital allocable to, or compensation attributable to, a period prior to the publication or effective date of such an introduction, change, guideline or request ’s special circumstances. Such demand shall be deemed to be incurred on the later of such publication or effective date). Each Lender agrees to use its best reasonable efforts promptly to notify the Borrower of any event referred to in clause (i) or (ii) above, provided that the failure to give such notice shall not affect the rights of any Lender under this Section 2.12 (except as otherwise expressly provided above in this Section 2.12). A certificate in reasonable detail accompanied by a statement as to the basis for, and the amount of, of such compensation submitted to and include a brief summary of the Borrower and the Administrative Agent by basis for such Lender shall, in the absence of manifest error, demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 days.

Increased Capital. (a) If either (i) any Lender shall have determined that the introduction of or any change in or in the interpretation adoption of any law or regulation or (ii) compliance by any Lender with any guideline applicable law, rule, regulation, guideline, directive or request from any central bank or other governmental authority (whether or not having the force of law) affects regarding capital requirements for banks or would affect bank holding companies, or any change therein or in the amount of capital required interpretation or expected to be maintained administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender with any of the foregoing, in each case, after the Agreement Date, imposes or any corporation controlling increases a requirement by such Lender to allocate capital resources to such Lender's Commitment to make Loans hereunder which has or would have the effect of reducing the return on such Lender's capital to a level below that which such Lender could have achieved (including any determination after the Effective Date by any taking into consideration such central bank, governmental authority or comparable agency that, for purposes of Lender's then existing policies with respect to capital adequacy requirements, the Commitments hereunder do not constitute commitments with an original maturity of one year or less) and such Lender determines that the amount of such capital is increased by or based upon the existence assuming full utilization of such Lender's commitment to lend hereunder and other commitments of this typecapital) but for such adoption, then, within ten days after demand, and delivery to the Borrower of the certificate referred to in the last sentence of this Section 2.12 change or compliance by any amount deemed by such Lender to be material: (with a copy i) such Lender shall promptly after its determination of such demand occurrence give notice thereof to the Administrative Agent), Borrower; and (ii) the Borrower shall pay to such Lender as an additional fee from time to time on demand such amount as such Lender certifies to be the Administrative Agent amount that will compensate it for such reduction. A certificate of such Lender claiming compensation under this SECTION 3.15 shall be conclusive in the account absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder and the method by which such amounts were determined. In determining such amount, such Lender may use any reasonable averaging and attribution methods. (b) Before making any demand pursuant to SECTION 3.15(a), each Lender agrees to use its best 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 the need for such notice or demand, or reduce the amount of such increased cost or reduction in return and would not, in the reasonable judgment of such Lender, from time be otherwise disadvantageous to time as specified by such Lender, additional amounts sufficient . No demand by any Lender pursuant to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder (except SECTION 3.15(a) shall claim compensation for any such increase in capital incurred period more than, or compensation attributable to the period before, 90 than 180 days prior to the date of such demand; for . (c) If the purposes hereof any increase in capital allocable to, or compensation attributable to, a period prior to the publication or effective date of such an introduction, change, guideline or request shall be deemed to be incurred on the later of such publication or effective date). Each Lender agrees to use its best reasonable efforts promptly to notify the Borrower of any event referred to in clause (i) or (ii) above, provided that the failure to give such notice shall not affect the rights obligation of any Lender to make Eurodollar Rate Loans has been suspended pursuant to SECTION 3.14 or if the Borrower becomes obligated to pay additional amounts to any Lender under SECTION 3.15(a), then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such suspension or obligation to pay additional amounts or has withdrawn its demand under SECTION 3.15(a), the Borrower shall have the right to seek, with the assistance of the Agent, a mutually satisfactory substitute lender or lenders (which may be one or more of the Lenders) to purchase the Loans of such Lender and assume the rights and obligations of such Lender under this Section 2.12 (except as otherwise expressly provided above in this Section 2.12). A certificate in reasonable detail as to the basis for, Agreement and the amount ofother Loan Documents, such compensation submitted pursuant to an Assignment and Acceptance and otherwise in accordance with the Borrower and the Administrative Agent by such Lender shall, in the absence applicable provisions of manifest error, be conclusive and binding for all purposesARTICLE 12.

Increased Capital. If either any Lender determines that any Change in Law regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company (iif any) to a level below that which such Lender or such Lender’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s policies and the introduction policies of or any change in or in the interpretation of any law or regulation or such Lender’s holding company with respect to capital adequacy and liquidity), and (ii) compliance by any Lender with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender (including any determination after the Effective Date by any such central bank, governmental authority or comparable agency that, for purposes of capital adequacy requirements, the Commitments hereunder do not constitute commitments with an original maturity of one year or less) and such Lender determines that the amount of such capital or liquidity is increased by or based upon the making or maintenance by any Lender of its Loans or other advances made hereunder or the existence of such any Lender's commitment ’s obligation to lend hereunder and other commitments of this typemake Loans, then, within ten days after demandin any such case, and delivery to the Borrower of the certificate referred to in the last sentence of this Section 2.12 upon written demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, ) from time to time the Borrowers will pay to such Lender such additional amount or amounts as specified by such Lender, additional amounts sufficient to will compensate such Lender or such corporation in Lender’s holding company for any such reduction suffered. The Borrowers shall not be required to pay such additional amounts unless such amounts are the light result of such circumstances, requirements imposed generally on lenders similar to the extent that such Lender reasonably determines and not the result of some specific reserve or similar requirement imposed on such increase in capital to be allocable to the existence Lender as a result of such Lender's commitment to lend hereunder (except any such increase in capital incurred more than, or compensation attributable to the period before, 90 days prior to the date of such demand; for the purposes hereof any increase in capital allocable to, or compensation attributable to, a period prior to the publication or effective date of such an introduction, change, guideline or request ’s special circumstances. Such demand shall be deemed to be incurred on the later of such publication or effective date). Each Lender agrees to use its best reasonable efforts promptly to notify the Borrower of any event referred to in clause (i) or (ii) above, provided that the failure to give such notice shall not affect the rights of any Lender under this Section 2.12 (except as otherwise expressly provided above in this Section 2.12). A certificate in reasonable detail accompanied by a statement as to the basis for, and the amount of, of such compensation submitted to and include a brief summary of the Borrower and the Administrative Agent by basis for such Lender shall, in the absence of manifest error, demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender pursuant to this Section for any reductions incurred more than 180 days prior to the date that such Lender notifies the Borrowers of the Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 days.

Increased Capital. If any Lender or the Issuing Bank determines that either (ia) the introduction of or any change in any law, order or regulation or in the interpretation or administration of any law law, order or regulation by any Governmental Authority charged with the interpretation or administration thereof after the date hereof or (iib) compliance by any Lender with any guideline or request issued or made after the date hereof from any central bank or other governmental authority Governmental Authority (whether or not having the force of law) affects has or would affect have the amount effect of reducing the rate of return on the capital required or expected to be maintained by of such Lender or the Issuing Bank or any corporation controlling such Lender (including any determination after or the Effective Date by any such central bankIssuing Bank, governmental authority as a consequence of or comparable agency that, for purposes of capital adequacy requirements, the Commitments hereunder do not constitute commitments with an original maturity of one year or less) and such Lender determines that the amount of such capital is increased by or based upon the existence of reference to such Lender's commitment Commitment or its making or maintaining Loans or the Issuing Bank's issuance or maintenance of, or such Lender's participation in any Letter of Credit, below the rate which the Lender or the Issuing Bank or such other corporation could have achieved but for such compliance (taking into account the policies of such Lender or the Issuing Bank or corporation with regard to lend hereunder and other commitments of this typecapital), then, within ten days after demand, and delivery to then the Borrower of the certificate referred shall from time to in the last sentence of this Section 2.12 time, upon demand by such Lender or the Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender or the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, Issuing Bank additional amounts sufficient to compensate such Lender or other corporation for such corporation reduction, upon receipt by the Borrower (with a copy to the Agent) of a certificate as to such amounts, by such Lender or the Issuing Bank, setting forth in reasonable detail the basis for, and the calculations used by such Lender or the Issuing Bank in determining, any such amounts. Such certificate, in the light absence of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder (except any such increase in capital incurred more than, or compensation attributable to the period before, 90 days prior to the date of such demand; for the purposes hereof any increase in capital allocable to, or compensation attributable to, a period prior to the publication or effective date of such an introduction, change, guideline or request manifest error shall be deemed to be incurred on the later of such publication or effective date)conclusive and binding for all purposes. Each Lender agrees to use its best reasonable efforts and the Issuing Bank agree promptly to notify the Borrower and the Agent of any event referred circumstances that would cause the Borrower to in clause (i) or (ii) abovepay additional amounts pursuant to this Section 2.10, provided that the failure to give such notice shall not affect the rights of any Lender under this Section 2.12 (except as otherwise expressly provided above in this Section 2.12). A certificate in reasonable detail as Borrower's obligation to the basis for, and the amount of, pay such compensation submitted to the Borrower and the Administrative Agent by such Lender shall, in the absence of manifest error, be conclusive and binding for all purposesadditional amounts hereunder.

Increased Capital. If after the date hereof any Lender determines that either (i) the introduction of any law, order or regulation regarding capital adequacy or any change in or in the interpretation or administration of any law such law, order or regulation by any governmental authority charged with the interpretation or administration thereof, or (ii) compliance by any Lender with any guideline or request regarding capital adequacy made by or issued from any central bank or other such governmental authority (whether or not having the force of law) affects has or would affect have the effect of increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender (including any determination after the Effective Date by any such central bank, governmental authority or comparable agency that, for purposes as a result of capital adequacy requirements, the Commitments hereunder do not constitute commitments with an original maturity of one year or less) and such Lender determines that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder Pro Rata Commitment and other commitments of this such type, thenthen Company shall from time to time, within ten days 15 Business Days after demand, written notice and delivery to the Borrower of the certificate referred to in the last sentence of this Section 2.12 demand by such Lender (each such Lender, an "AFFECTED LENDER") (with a copy of such notice and demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, Lender additional amounts sufficient to compensate such Lender or other corporation for its increased costs attributable to such corporation increase in the capital in light of such circumstances, circumstances commencing on and after the ninetieth day following the date of such demand to the extent that such Lender reasonably determines such increase in capital increased costs to be allocable to the existence of such Lender's commitment Pro Rata Commitment. A certificate as to lend hereunder (except such amounts providing reasonable detail to Company regarding the manner in which the amount of any such increase in capital incurred more than, or compensation attributable payment requested by it pursuant to the period beforeprovisions of this subsection 2.6G has been determined, shall be submitted to Company and Administrative Agent by such Lender. No Lender shall have the right to collect payments from Company pursuant to this subsection 2.6G unless it is the policy of such Lender, at the time of such collection, to collect similar payments from borrowers (if any) who are similarly situated as Company, including, without limitation, with respect to credit standing, in connection with credit facilities similar to those made available pursuant to this Agreement, where the documents governing such credit facilities establish the right of such Lender to collect such payments. In the event Company receives a notice from an Affected Lender pursuant to this subsection 2.6G, Company may, within 90 days prior to after the date of such demand; for the purposes hereof any increase in capital allocable to, or compensation attributable to, a period prior to the publication or effective date of such an introduction, change, guideline or request shall be deemed to be incurred on the later of such publication or effective date). Each Lender agrees to use its best reasonable efforts promptly to notify the Borrower of any event referred to in clause (i) or (ii) above, provided that the failure to give notice is given and so long as such notice shall not affect the rights have been terminated by such Affected Lender and no Event of any Default shall have occurred and be continuing, elect to terminate such Affected Lender as a party to this Agreement; PROVIDED, that concurrently with such termination, (i) Company shall pay to such Affected Lender all interest and fees and other amounts (including without limitation amounts owed under this Section 2.12 subsection 2.6G) owed to such Affected Lender through such date of termination and (except as otherwise expressly provided above in this Section 2.12). A certificate in reasonable detail as ii) another financial institution that is an Eligible Assignee shall purchase for cash the Loans of the Affected Lender and shall have agreed to the basis for, and the amount of, such compensation submitted to the Borrower and the Administrative Agent by such become a Lender shall, in the absence of manifest error, be conclusive and binding for all purposes.purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date pursuant to an Assignment and Acceptance Agreement that shall have become effective pursuant to subsection 9.2B.

Increased Capital. If either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) compliance by any Lender or Participant with any guideline or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law) law and whether or not the failure to comply therewith would be unlawful), including, without limitation, any "Reserve Requirement" used in determining the Eurodollar Base Rate, affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling Lender or any Participant and Lender or such Lender (including any determination after the Effective Date by any such central bank, governmental authority or comparable agency that, for purposes of capital adequacy requirements, the Commitments hereunder do not constitute commitments with an original maturity of one year or less) and such Lender Participant reasonably determines that the amount of such capital is increased by or based upon the existence of such Lender's commitment the commitments to lend hereunder and make Revolving Loans and/or other commitments of this typetype on the terms and conditions set forth in this Agreement (any such event, an "Increased Capital Event") then, within ten days after demandupon demand by Lender, and delivery to the Borrower of the certificate referred to in the last sentence of this Section 2.12 by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate Lender, such corporation controlling Lender or such corporation Participant (as applicable) in the light of such circumstances, to the extent that Lender or such Lender Participant reasonably determines such increase in capital to be allocable to the existence occurrence of such Lender's commitment to lend hereunder (except any such increase in capital incurred more than, or compensation attributable to the period before, 90 days prior to the date of such demand; for the purposes hereof any increase in capital allocable to, or compensation attributable to, a period prior to the publication or effective date of such an introduction, change, guideline or request shall be deemed to be incurred on the later of such publication or effective date). Each Lender agrees to use its best reasonable efforts promptly to notify the Borrower of any event referred to in clause (i) or (ii) above, provided that the failure to give such notice shall not affect the rights of any Lender under this Section 2.12 (except as otherwise expressly provided above in this Section 2.12)Increased Capital Event. A certificate as to such amounts delivered by Lender to Borrower, determined by Lender or such Participant (as applicable) on a reasonable basis and prepared in good faith and in reasonable detail by Lender or such Participant (as to the basis for, and the amount of, such compensation submitted to the Borrower and the Administrative Agent by such Lender applicable) shall, in the absence of manifest or demonstrable error, be conclusive and binding for all purposes. Notwithstanding the foregoing, Lender or such Participant shall only seek such compensation from Borrower if Lender or such Participant, in connection with the Increased Capital Event that has given rise to such increased capital requirement, similarly seeks such compensation generally from other commercial borrowers of Lender or such Participant in respect of which the respective financing agreements then in effect between Lender or such Participant (as applicable) and each such borrower give Lender or such Participant the right to demand compensation from such borrower upon the occurrence of such Increased Capital Event."

Increased Capital. If either any Lender determines that any Change in Law regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company (iif any) to a level below that which such Lender or such Lender’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s policies and the introduction policies of or any change in or in the interpretation of any law or regulation or such Lender’s holding company with respect to capital adequacy and liquidity), and (ii) compliance by any Lender with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender (including any determination after the Effective Date by any such central bank, governmental authority or comparable agency that, for purposes of capital adequacy requirements, the Commitments hereunder do not constitute commitments with an original maturity of one year or less) and such Lender determines that the amount of such capital or liquidity is increased by or based upon the making or maintenance by any Lender of its Loans or other advances made hereunder or the existence of such any Lender's commitment ’s obligation to lend hereunder and other commitments of this typemake Loans, then, within ten days after demandin any such case, and delivery to the Borrower of the certificate referred to in the last sentence of this Section 2.12 upon written demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, ) from time to time the Borrower will pay to such Lender such additional amount or amounts as specified by such Lender, additional amounts sufficient to will compensate such Lender or such corporation in Lender’s holding company for any such reduction suffered. The Borrower shall not be required to pay such additional amounts unless such amounts are the light result of such circumstances, requirements imposed generally on lenders similar to the extent that such Lender reasonably determines and not the result of some specific reserve or similar requirement imposed on such increase in capital to be allocable to the existence Lender as a result of such Lender's commitment to lend hereunder (except any such increase in capital incurred more than, or compensation attributable to the period before, 90 days prior to the date of such demand; for the purposes hereof any increase in capital allocable to, or compensation attributable to, a period prior to the publication or effective date of such an introduction, change, guideline or request ’s special circumstances. Such demand shall be deemed to be incurred on the later of such publication or effective date). Each Lender agrees to use its best reasonable efforts promptly to notify the Borrower of any event referred to in clause (i) or (ii) above, provided that the failure to give such notice shall not affect the rights of any Lender under this Section 2.12 (except as otherwise expressly provided above in this Section 2.12). A certificate in reasonable detail accompanied by a statement as to the basis for, and the amount of, of such compensation submitted to and include a brief summary of the Borrower and the Administrative Agent by basis for such Lender shall, in the absence of manifest error, demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. The Borrower or shall pay such Lender the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 days.

Increased Capital. If after the date hereof any Lender determines that either (i) the introduction of any law, order or regulation regarding capital adequacy or any change in or in the interpretation or administration of any law such law, order or regulation by any governmental authority charged with the interpretation or administration thereof, or (ii) compliance by any Lender with any guideline or request regarding capital adequacy made by or issued from any central bank or other such governmental authority (whether or not having the force of law) affects has or would affect have the effect of increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender (including any determination after the Effective Date by any such central bank, governmental authority or comparable agency that, for purposes as a result of capital adequacy requirements, the Commitments hereunder do not constitute commitments with an original maturity of one year or less) and such Lender determines that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder Pro Rata Commitment (or, in the case of the Swing Line Lender, its Swing Line Commitment) and other commitments of this such type, thenthen Company shall from time to time, within ten days 15 Business Days after demand, written notice and delivery to the Borrower of the certificate referred to in the last sentence of this Section 2.12 demand by such Lender (each such Lender, an "AFFECTED LENDER") (with a copy of such notice and demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, Lender additional amounts sufficient to compensate such Lender or other corporation for its increased costs attributable to such corporation increase in the capital in light of such circumstances, circumstances commencing on and after the ninetieth day following the date of such demand to the extent that such Lender reasonably determines such increase in capital increased costs to be allocable to the existence of such Lender's commitment Pro Rata Commitment (or, in the case of the Swing Line Lender, its Swing Line Commitment). A certificate as to lend hereunder (except such amounts providing reasonable detail to Company regarding the manner in which the amount of any such increase in capital incurred more than, or compensation attributable payment requested by it pursuant to the period beforeprovisions of this subsection 2.6G has been determined, shall be submitted to Company and Administrative Agent by such Lender. No Lender shall have the right to collect payments from Company pursuant to this subsection 2.6G unless it is the policy of such Lender, at the time of such collection, to collect similar payments from borrowers (if any) who are similarly situated as Company, including, without limitation, with respect to credit standing, in connection with credit facilities similar to those made available pursuant to this Agreement, where the documents governing such credit facilities establish the right of such Lender to collect such payments. In the event Company receives a notice from an Affected Lender pursuant to this subsection 2.6G, Company may, within 90 days prior to after the date of such demand; for the purposes hereof any increase in capital allocable to, or compensation attributable to, a period prior to the publication or effective date of such an introduction, change, guideline or request shall be deemed to be incurred on the later of such publication or effective date). Each Lender agrees to use its best reasonable efforts promptly to notify the Borrower of any event referred to in clause (i) or (ii) above, provided that the failure to give notice is given and so long as such notice shall not affect the rights have been terminated by such Affected Lender and no Event of any Default shall have occurred and be continuing, elect to terminate such Affected Lender as a party to this Agreement; PROVIDED, that concurrently with such termination, (i) Company shall pay to such Affected Lender all interest and fees and other amounts (including without limitation amounts owed under this Section 2.12 subsection 2.6G) owed to such Affected Lender through such date of termination and (except as otherwise expressly provided above in this Section 2.12). A certificate in reasonable detail as ii) another financial institution that is an Eligible Assignee shall purchase for cash the Loans of the Affected Lender and shall have agreed to the basis for, and the amount of, such compensation submitted to the Borrower and the Administrative Agent by such become a Lender shall, in the absence of manifest error, be conclusive and binding for all purposes.purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date pursuant to an Assignment and Acceptance Agreement that shall have become effective pursuant to subsection 9.2B.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Governmental Authority of any law or regulation Requirement of Law or (ii) compliance by any Lender with (x) any guideline directive or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law) imposed after the date hereof or (y) with 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 affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender (including any determination after the Effective Date by any such central bank, governmental authority or comparable agency that, for purposes of capital adequacy requirements, the Commitments hereunder do not constitute commitments with an original maturity of one year or less) and such Lender reasonably determines that the amount of such capital is increased by or based upon the existence of such Lender's commitment ’s agreement to lend make or maintain Loans hereunder and other commitments similar agreements or facilities and such event would have the effect of this typereducing the rate of return on capital of Lender by an amount deemed by Lender to be material, then, within ten thirty (30) days after demanddemand by Lender, and delivery to the Borrower of the certificate referred to in the last sentence of this Section 2.12 by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time time, as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable attributable to the existence of Lender’s agreements hereunder. In determining the amount of such Lender's commitment compensation, Lender may use any reasonable averaging and attribution methods. Lender shall submit to lend hereunder (except Borrower a certificate describing such compensation in reasonable detail, which certificate shall be conclusive in the absence of manifest error. Notwithstanding the foregoing, Borrower shall not be required to pay any such increase in capital incurred more than, or additional compensation attributable to the period before, 90 days prior to the date of such demand; for the purposes hereof any increase in capital allocable to, or compensation attributable to, a period prior to the publication or effective date of such an introduction, change, guideline or request shall be deemed to be incurred on the later of such publication or effective date). Each Lender agrees to use its best reasonable efforts promptly to notify the Borrower of any event referred to in clause unless (i) such compensation is the result of requirements imposed generally on lenders similar to the Lender and not the result of some specific reserve or similar requirement imposed on Lender as a result of its individual circumstances and (ii) aboveLender certifies that it is seeking similar compensation from all similarly situated borrowers and not singling Borrower out for additional compensation. (b) If Lender makes any claim under Section 2.08(a), provided that the failure to give such notice shall not affect the rights of any Section 2.11(a) or Section 3.03, Lender under this Section 2.12 (except as otherwise expressly provided above in this Section 2.12). A certificate in reasonable detail as will, to the basis extent reasonably feasible in accordance with Lender’s business practices and its administration of similar lending agreements, designate a different lending office if such designation will avoid the need for, and or reduce the amount of, such compensation submitted to the Borrower and the Administrative Agent by such Lender shallwill not, in the absence judgment of manifest errorLender, be conclusive and binding otherwise disadvantageous to it or inconsistent with its internal policies. (c) Failure or delay on the part of Lender to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate Lender pursuant to this Section 2.11 for all purposesany increased costs or payments incurred more than ninety (90) days prior to the date that Lender notifies Borrower of circumstances under subclauses (a)(i) or (ii) above giving rise to such increased costs or payments.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Governmental Authority of any law or regulation Requirement of Law or (ii) compliance by any a Lender with (x) any guideline directive or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law) imposed after the Effective Date or (y) with the requirements of, whether such compliance is commenced prior to or after the Effective Date, 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 affects or would affect the amount of capital required or expected to be maintained by such a Lender or any corporation controlling such a Lender (including any determination after the Effective Date by any such central bank, governmental authority or comparable agency that, for purposes of capital adequacy requirements, the Commitments hereunder do not constitute commitments with an original maturity of one year or less) and such Lender reasonably determines that the amount of such capital is increased by or based upon the existence of such a Lender's commitment ’s agreement to lend make or maintain Loans hereunder and other commitments similar agreements or facilities and such event would have the effect of this typereducing the rate of return on capital of such Lender by an amount deemed by such Lender to be material, then, within ten days on the next Payment Date occurring at least 10 Business Days after demand, and delivery to the Borrower of the certificate referred to in the last sentence of this Section 2.12 written demand by such Lender (with a copy of such demand to the Administrative Agent)Xxxxxx, the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable attributable to the existence of such Lender's commitment ’s agreements hereunder. In determining the amount of such compensation, such Lender may use any reasonable averaging and attribution methods. Such Lender shall submit to lend hereunder (except Borrower a certificate describing such compensation in reasonable detail, which certificate shall be conclusive in the absence of manifest error. Notwithstanding the foregoing, Borrower shall not be required to pay any such increase in capital incurred more than, or additional compensation attributable to the period before, 90 days prior to the date of such demand; for the purposes hereof any increase in capital allocable to, or compensation attributable to, a period prior to the publication or effective date of such an introduction, change, guideline or request shall be deemed to be incurred on the later of such publication or effective date). Each Lender agrees to use its best reasonable efforts promptly to notify the Borrower of any event referred to in clause unless (i) such compensation is the result of requirements imposed generally on lenders similar to such Lender and not the result of some specific reserve or similar requirement imposed on such Lender as a result of its individual circumstances and (ii) abovesuch Lender certifies that it is generally seeking similar compensation from similarly situated Borrower and not singling Borrower out for additional compensation. (b) If a Lender makes any claim under Section 2.08(a), provided that the failure to give Section 2.09(a) or Section 3.03, such notice shall not affect the rights of any Lender under this Section 2.12 (except as otherwise expressly provided above in this Section 2.12). A certificate in reasonable detail as will, to the basis extent reasonably feasible in accordance with such Lender’s business practices and its administration of similar lending agreements, designate a different lending office if such designation will avoid the need for, and or reduce the amount of, such compensation submitted to the Borrower and the Administrative Agent by such Lender shallwill not, in the absence judgment of manifest errorsuch Lender, be conclusive otherwise disadvantageous to it or inconsistent with its internal policies. (c) Failure or delay on the part of a Lender to demand compensation pursuant to Section 2.08(a), Section 2.09(a) or Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that Borrower shall not be required to compensate a Lender pursuant to Section 2.08(a) or Section 2.09(a) for any increased costs or payments which were incurred or which accrued prior to the earlier of (i) ninety (90) days before the date such Lender notified Borrower of the change in law or other circumstance on which such claim for compensation is based and binding for all purposes(ii) any earlier date provided such Lender notified Borrower of such change in law or circumstance within ninety (90) days after such Xxxxxx received written notice of such change in law or circumstance.

Increased Capital. If either (i) at any time any Bank or the Swingline Bank determines that the introduction of after the Closing Date of, or any change in or in after the interpretation of Closing Date in, any applicable law or regulation or (ii) compliance by any Lender with any guideline governmental rule, regulation, order, guideline, directive or request from any central bank or other governmental authority (whether or not having the force of law) affects concerning capital adequacy, or would affect any change after the Closing Date in interpretation or administration thereof by any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by such Lender Bank or Swingline Bank or any corporation controlling such Lender (including any determination after the Effective Date by any such central bank, governmental authority Bank or comparable agency that, for purposes of capital adequacy requirements, the Commitments hereunder do not constitute commitments with an original maturity of one year or less) and such Lender determines that the amount of such capital is increased by or Swingline Bank based upon on the existence of such LenderBank's commitment Commitments or such Swingline Bank's Swingline Loan Commitment hereunder or its obligations hereunder, or shall change the basis of taxation of any amounts payable to lend hereunder and any Bank or the Swingline Bank under this Agreement or the Notes in respect of any such Loans (other commitments than taxes imposed on the overall net income of this type, then, within ten days after demand, and delivery to the Borrower of the certificate referred to in the last sentence of this Section 2.12 by such Lender (with a copy any Bank or Swingline Bank for any of such demand to Loans by the Administrative Agent), jurisdiction where such Bank or Swingline Bank is located) then the Borrower shall pay to the Administrative Agent for the account of such LenderBank or Swingline Bank, from time to time as specified by within 15 days after its written demand therefor, such Lender, additional amounts sufficient as shall be required to compensate such Lender Bank or Swingline Bank or such other corporation for the increased cost to such Bank or Swingline Bank or such other corporation or the reduction in the light rate of return to such Bank or Swingline Bank or such other corporation as a result of such circumstancesincrease of capital or change in basis. In determining such additional amounts, each Bank and Swingline Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, PROVIDED that such Bank's or Swingline Bank's reasonable good faith determination of compensation owing under this Section 2.18 shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Bank or Swingline Bank, upon determining that any additional amounts will be payable pursuant to this Section 2.18, will give prompt written notice thereof to the extent that such Lender reasonably determines such increase in capital to be allocable to Borrower, which notice shall show the existence basis for calculation of such Lender's commitment to lend hereunder (except any such increase in capital incurred more thanadditional amounts, or compensation attributable to the period before, 90 days prior to the date of such demand; for the purposes hereof any increase in capital allocable to, or compensation attributable to, a period prior to the publication or effective date of such an introduction, change, guideline or request shall be deemed to be incurred on the later of such publication or effective date). Each Lender agrees to use its best reasonable efforts promptly to notify the Borrower of any event referred to in clause (i) or (ii) above, provided that although the failure to give any such notice shall not affect release or diminish any of the rights of any Lender under Borrower's Obligations to pay additional amounts pursuant to this Section 2.12 (except as otherwise expressly provided above in this Section 2.12). A certificate in reasonable detail as to the basis for, and the amount of, such compensation submitted to the Borrower and the Administrative Agent by such Lender shall, in the absence of manifest error, be conclusive and binding for all purposes2.18.

Increased Capital. If either after the date hereof any Lender determines that (i) the introduction adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or (ii) compliance by any Lender with any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender or banks or financial institutions generally (whether or not having the force of law) ), compliance with which affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and (including any determination after the Effective Date by any such central bank, governmental authority or comparable agency that, for purposes of capital adequacy requirements, the Commitments hereunder do not constitute commitments with an original maturity of one year or lessii) and such Lender determines that the amount of such capital is increased by or based upon the making or maintenance by any Lender of its Loans or the existence of such any Lender's commitment ’s obligation to lend hereunder and other commitments of this typemake Loans, then, within ten days after demandin any such case, and delivery to the Borrower of the certificate referred to in the last sentence of this Section 2.12 upon written demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall agrees immediately to pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, therefor; provided that Borrower shall not be required to the extent that such compensate any Lender reasonably determines such increase in pursuant to this Section 3.05 for any increased capital to be allocable to the existence of such Lender's commitment to lend hereunder (except any such increase in capital costs incurred more than, or compensation attributable to the period before, 90 than 180 days prior to the date such Lender notifies Borrower of the event giving rise to such increased capital cost and of such demandLender’s intention to claim compensation therefor; for provided further, however, that such 180-day limitation shall not apply to any cost that is applicable retroactively so long as the purposes hereof any increase in capital allocable to, or compensation attributable to, a period prior to the publication or effective date applicable Lender notifies Borrower of such an introduction, change, guideline or request cost within 180 days of a responsible officer of such Lender receiving actual knowledge thereof. Such demand shall be deemed to be incurred on the later of such publication or effective date). Each Lender agrees to use its best reasonable efforts promptly to notify the Borrower of any event referred to in clause (i) or (ii) above, provided that the failure to give such notice shall not affect the rights of any Lender under this Section 2.12 (except as otherwise expressly provided above in this Section 2.12). A certificate in reasonable detail accompanied by a statement as to the basis for, and the amount of, of such compensation submitted to and include a summary of the Borrower basis for such demand with detailed calculations. Such statement shall be conclusive and the Administrative Agent by such Lender shallbinding for all purposes, in the absence of manifest error, be conclusive and binding for all purposes.

Increased Capital. If either (i) at any time any Bank determines that the introduction of after the Closing Date of, or any change in or in after the interpretation of Closing Date in, any applicable law or regulation or (ii) compliance by any Lender with any guideline governmental rule, regulation, order, guideline, directive or request from any central bank or other governmental authority (whether or not having the force of law) affects concerning capital adequacy, or would affect any change after the Closing Date in interpretation or administration thereof by any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by such Lender Bank or any corporation controlling such Lender (including any determination after the Effective Date by any such central bank, governmental authority or comparable agency that, for purposes of capital adequacy requirements, the Commitments hereunder do not constitute commitments with an original maturity of one year or less) and such Lender determines that the amount of such capital is increased by or Bank based upon on the existence of such LenderBank's commitment Commitments hereunder or its obligations hereunder, or shall change the basis of taxation of any amounts payable to lend hereunder and any Bank under this Agreement or the Revolving Notes in respect of any such Revolving Loans (other commitments than taxes imposed on the overall net income of this type, then, within ten days after demand, and delivery to the Borrower of the certificate referred to in the last sentence of this Section 2.12 by such Lender (with a copy any Bank for any of such demand to Loans by the Administrative Agent), jurisdiction where such Bank is located) then the Borrower shall pay to the Administrative Agent for the account of such LenderBank, from time to time as specified by within 15 days after its written demand therefor, such Lender, additional amounts sufficient as shall be required to compensate such Lender Bank or such other corporation for the increased cost to such Bank or such other corporation or the reduction in the light rate of return to such Bank or such other corporation as a result of such circumstancesincrease of capital or change in basis. In determining such additional amounts, to the extent that such Lender each Bank will act reasonably determines such increase and in capital to be allocable to the existence of such Lender's commitment to lend hereunder (except any such increase in capital incurred more than, or compensation attributable to the period before, 90 days prior to the date of such demand; for the purposes hereof any increase in capital allocable to, or compensation attributable to, a period prior to the publication or effective date of such an introduction, change, guideline or request shall be deemed to be incurred on the later of such publication or effective date). Each Lender agrees to good faith and will use its best reasonable efforts promptly to notify the Borrower of any event referred to in clause (i) or (ii) aboveaveraging and attribution methods which are reasonable, provided that such Bank's reasonable good faith determination of compensation owing under this Section 2.17 shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Bank, upon determining that any additional amounts will be payable pursuant to this Section 2.17, will give prompt written notice thereof to the Borrower, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice shall not affect release or diminish any of the rights of any Lender under Borrower's Obligations to pay additional amounts pursuant to this Section 2.12 (except as otherwise expressly provided above in this Section 2.12). A certificate in reasonable detail as to the basis for, and the amount of, such compensation submitted to the Borrower and the Administrative Agent by such Lender shall, in the absence of manifest error, be conclusive and binding for all purposes2.17.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Governmental Authority of any law or regulation Requirement of Law or (ii) compliance by any Lender with (x) any guideline directive or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law) imposed after the date hereof or (y) with 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 affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender (including any determination after the Effective Date by any such central bank, governmental authority or comparable agency that, for purposes of capital adequacy requirements, the Commitments hereunder do not constitute commitments with an original maturity of one year or less) and such Lender reasonably determines that the amount of such capital is increased by or based upon the existence of such Lender's commitment ’s agreement to lend make or maintain Loans hereunder and other commitments similar agreements or facilities and such event would have the effect of this typereducing the rate of return on capital of Lender by an amount deemed by Lender to be material, then, within ten thirty (30) days after demanddemand by Lender, and delivery to the Borrower of the certificate referred to in the last sentence of this Section 2.12 by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time time, as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable attributable to the existence of Lender’s agreements hereunder. In determining the amount of such Lender's commitment compensation, Lender may use any reasonable averaging and attribution methods. Lender shall submit to lend hereunder (except Borrower a certificate describing such compensation in reasonable detail, which certificate shall be conclusive in the absence of manifest error. Notwithstanding the foregoing, Borrower shall not be required to pay any such increase in capital incurred more than, or additional compensation attributable to the period before, 90 days prior to the date of such demand; for the purposes hereof any increase in capital allocable to, or compensation attributable to, a period prior to the publication or effective date of such an introduction, change, guideline or request shall be deemed to be incurred on the later of such publication or effective date). Each Lender agrees to use its best reasonable efforts promptly to notify the Borrower of any event referred to in clause unless (i) such compensation is the result of requirements imposed generally on lenders similar to Lender and not the result of some specific reserve or similar requirement imposed on Lender as a result of its individual circumstances and (ii) aboveLender certifies that it is seeking similar compensation from all similarly situated borrowers and not singling Borrower out for additional compensation. (b) If Lender makes any claim under Section 2.08(a), provided that the failure to give such notice shall not affect the rights of any Section 2.11(a) or Section 3.03, Lender under this Section 2.12 (except as otherwise expressly provided above in this Section 2.12). A certificate in reasonable detail as will, to the basis extent reasonably feasible in accordance with Lender’s business practices and its administration of similar lending agreements, designate a different lending office if such designation will avoid the need for, and or reduce the amount of, such compensation submitted to the Borrower and the Administrative Agent by such Lender shallwill not, in the absence judgment of manifest errorLender, be conclusive and binding otherwise disadvantageous to it or inconsistent with its internal policies. (c) Failure or delay on the part of Lender to demand compensation pursuant to Section 2.08(a), Section 2.11(a) or Section 3.03 shall not constitute a waiver of Lender’s right to demand such compensation; provided that Borrowers shall not be required to compensate Lender pursuant to Section 2.11(a) for all purposesany increased costs or payments incurred more than ninety (90) days prior to the date that Lender notifies Borrowers of circumstances giving rise to such increased costs or payments.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) compliance by any Lender with reasonably determines that any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by Change in Law affecting such Lender or any corporation controlling lending office of such Lender (including any determination after or such Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the Effective Date by any effect of reducing the rate of return on such central bankLender’s capital or on the capital of such Lender’s holding company, governmental authority or comparable agency thatif any, for purposes as a consequence of capital adequacy requirementsthis Loan Agreement, the Commitments hereunder do not constitute commitments with an original maturity of one year or less) and such Lender determines or the Advances made by, such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the amount of such capital is increased by or based upon the existence policies of such Lender's commitment ’s holding company with respect to lend hereunder and other commitments of this typecapital adequacy), then, within ten thirty (30) days after demanddemand by Lender, and delivery to the Borrower of the certificate referred to in the last sentence of this Section 2.12 by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender or such Lender’s holding company, from time to time time, as specified by such Lender, additional amounts sufficient to compensate Lender for any such reduction suffered. In determining the amount of such compensation, such Lender or may use any reasonable averaging and attribution methods. Such Lender shall submit to Borrower a certificate describing such corporation compensation in reasonable detail, which certificate shall be conclusive in the light absence of manifest error. Notwithstanding the foregoing, Borrower shall not be required to pay any such circumstancesadditional compensation unless (i) such compensation is the result of requirements imposed generally on lenders similar to such Lender and not the result of some specific reserve or similar requirement imposed on such Lender as a result of its individual circumstances and (ii) such Lender certifies that it is seeking similar compensation from all similarly situated borrowers and not singling Borrower out for additional compensation. (b) If a Lender makes any claim under Section 2.08(a), Section 2.11(a) or Section 3.03, such Lender will, to the extent that such Lender reasonably determines such increase feasible in capital to be allocable to the existence of accordance with such Lender's commitment to lend hereunder (except any ’s business practices and its administration of similar lending agreements, designate a different lending office if such increase in capital incurred more thandesignation will avoid the need for, or compensation attributable to the period before, 90 days prior to the date of such demand; for the purposes hereof any increase in capital allocable to, or compensation attributable to, a period prior to the publication or effective date of such an introduction, change, guideline or request shall be deemed to be incurred on the later of such publication or effective date). Each Lender agrees to use its best reasonable efforts promptly to notify the Borrower of any event referred to in clause (i) or (ii) above, provided that the failure to give such notice shall not affect the rights of any Lender under this Section 2.12 (except as otherwise expressly provided above in this Section 2.12). A certificate in reasonable detail as to the basis for, and reduce the amount of, such compensation submitted to the Borrower and the Administrative Agent by such Lender shallwill not, in the absence judgment of manifest errorsuch Lender, be conclusive and binding otherwise disadvantageous to it or inconsistent with its internal policies. (c) Failure or delay on the part of a Lender to demand compensation pursuant to 2.08(a), Section 2.11(a) or Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to Section 2.08(a), or Section 2.11(a) or Section 3.03 for all purposesany increased costs or any payments incurred more than ninety (90) days prior to the date that such Lender notifies Borrower of circumstances giving rise to such increased costs or payments.

Increased Capital. If any Lender or Issuing Bank determines that ------------------ either (ia) the introduction of or any change in any law, order or regulation or in the interpretation or administration of any law law, order or regulation by any Governmental Authority charged with the interpretation or administration thereof after the date hereof or (iib) compliance by any Lender with any guideline or request issued or made after the date hereof from any central bank or other governmental authority Governmental Authority (whether or not having the force of law) affects has or would affect have the amount effect of reducing the rate of return on the capital required or expected to be maintained by of such Lender or Issuing Bank or any corporation controlling such Lender (including any determination after the Effective Date by any such central bankor Issuing Bank, governmental authority as a consequence of or comparable agency that, for purposes of capital adequacy requirements, the Commitments hereunder do not constitute commitments with an original maturity of one year or less) and such Lender determines that the amount of such capital is increased by or based upon the existence of reference to such Lender's commitment Commitment or its making or maintaining Loans or such Issuing Bank's issuance or maintenance of, or such Lender's participation in any Letter of Credit, below the rate which such Lender or such Issuing Bank or such other corporation could have achieved but for such compliance (taking into account the policies of such Lender or such Issuing Bank or corporation with regard to lend hereunder and other commitments of this typecapital), then, within ten days after demand, and delivery to then the Borrower of the certificate referred shall from time to in the last sentence of this Section 2.12 time, upon demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, Lender or Issuing Bank additional amounts sufficient to compensate such Lender or Issuing Bank or other corporation for such corporation reduction, upon receipt by the Borrower (with a copy to the Administrative Agent) of a certificate as to such amounts, by such Lender or Issuing Bank, setting forth in reasonable detail the basis for, and the calculations used by such Lender or Issuing Bank in determining, any such amounts. Such certificate, in the light absence of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder (except any such increase in capital incurred more than, or compensation attributable to the period before, 90 days prior to the date of such demand; for the purposes hereof any increase in capital allocable to, or compensation attributable to, a period prior to the publication or effective date of such an introduction, change, guideline or request manifest error shall be deemed to be incurred on the later of such publication or effective date)conclusive and binding for all purposes. Each Lender and Issuing Bank agrees to use its best reasonable efforts promptly to notify the Borrower and the Administrative Agent of any event referred circumstances that would cause the Borrower to in clause (i) or (ii) abovepay additional amounts pursuant to this Section 2.09, provided that the -------------- failure to give such notice shall not affect the rights of any Borrower's obligation to pay such additional amounts hereunder, provided further that the Borrower shall not be required to compensate a Lender under or the Issuing Banks pursuant to this Section 2.12 (except as otherwise expressly provided above in this Section 2.12). A certificate in reasonable detail as for any increased costs or reductions incurred more than 180 days prior to the basis fordate that such Lender or Issuing Bank, and as the amount ofcase may be, such compensation submitted to notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender's or Issuing Bank's intention to claim compensation therefor; provided further that, if the Administrative Agent by circumstances giving rise to such Lender shallincreased costs or reductions is retroactive, in then the absence 180-day period referred to above shall be extended to include the period of manifest error, be conclusive and binding for all purposesretroactive effect thereof.