#If any Bank shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity requirements or in the interpretation or application thereof or compliance by such Bank or any corporation controlling such Bank or Issuing Bank with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof does or shall have the effect of reducing the rate of return on such Bank’s or Issuing Bank or such corporation’s capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which such Bank or Issuing Bank or such corporation could have achieved but for such change or compliance (taking into consideration such Bank’s or Issuing Bank or such corporation’s policies with respect to capital adequacy or liquidity requirements) by an amount reasonably deemed by such Bank or Issuing Bank to be material, then from time to time, after submission by such Bank or Issuing Bank to the Company (with a copy to the Administrative Agent) of a written request therefor (which written request shall be conclusive in the absence of manifest error), the Company shall pay to such Bank or Issuing Bank such additional amount or amounts as will compensate such Bank or Issuing Bank for such reduction.

#IfIf any BankLender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity requirements or in the interpretation or application thereof or compliance by such BankLender or any corporation controlling such Bank or Issuing BankLender with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof does or shall have the effect of reducing the rate of return on such Bank’Lender’s or Issuing Bank or such corporation’s capital as a consequence of its obligations to lend hereunder or under or in respect of any Letter of Credit to a level below that which such Bank or Issuing BankLender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Bank’s or Issuing Bank or such corporation’s policies with respect to capital adequacy or liquidity requirements) by an amount reasonably deemed by such Bank or Issuing Bank to be material, then from time to time, after submission by such Bank or Issuing Bank to the Company (with a copy to the Administrative Agent) of a written request therefor (which written request shall be conclusive in the absence of manifest error), the Company shall pay to such Bank or Issuing Bank such additional amount or amounts as will compensate such Bank or Issuing Bank for such reduction.

#IfIf any Bank shall have determined thatthat, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy or liquidity, or any change in any Requirement of Law regarding capital adequacysuch law, rule or liquidity requirementsregulation, or any change in the interpretation or applicationadministration thereof by any governmental authority, central bank or compliance by such Bankcomparable agency charged with the interpretation or any corporation controlling such Bankadministration thereof, or Issuing Bank with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) fromof any Governmental Authority made subsequent to the date hereof doessuch authority, central bank or shallcomparable agency, has or would have the effect of reducing the rate of return on capital of such Bank’s or Issuing Bank or such corporation’s capital(or its Parent Bank) as a consequence of itssuch Bank’s obligations hereunder or under any Letter of Credit to a level below that which such Bank or Issuing Bank or such corporation(or its Parent Bank) could have achieved but for such changeadoption, change, request or compliancedirective (taking into consideration such Bank’s or Issuing Bank or such corporation’sits policies with respect to capital adequacy or liquidity requirements)liquidity) by an amount reasonably deemed by such Bank or Issuing Bank to be material, then from time to time, within 15 days after submissiondemand by such Bank or Issuing Bank to the Company (with a copy of such demand to be delivered to the Administrative Agent) of a written request therefor (which written request shall be conclusive in the absence of manifest error), the Company shall pay to such Bank or Issuing Bank such additional amount or amounts as will compensate such Bank or Issuing Bank(or its Parent Bank) for such reduction.

#IfIf any BankLender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity requirements or in the interpretation or application thereof or compliance by such BankLender or any corporation controlling such Bank or Issuing BankLender with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof does orEffective Date shall have the effect of reducing the rate of return on such Bank’Lender’s or Issuing Bank or such corporation’s capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which such Bank or Issuing BankLender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Bank’Lender’s or Issuing Bank or such corporation’s policies with respect to capital adequacy or liquidity requirements)adequacy) by an amount reasonably deemed by such Bank or Issuing BankLender to be material, then from time to time, within 15 Business Days after submission by such Bank or Issuing BankLender to the Company and any relevant Subsidiary Borrower (with a copy to the Administrative Agent) of a written request therefor (which written request shall be conclusive in the absence(together with a reasonably detailed description and calculation of manifest error)such amounts), the Company and any relevant Subsidiary Borrower shall pay to such Bank or Issuing BankLender such additional amount or amounts as will compensate such BankLender or Issuing Banksuch corporation for such reduction.

#IfIf any BankLender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity requirements or in the interpretation or application thereof or compliance by such BankLender or any corporation controlling such Bank or Issuing BankLender with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof does orEffective Date shall have the effect of reducing the rate of return on such Bank’Lender’s or Issuing Bank or such corporation’s capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which such Bank or Issuing BankLender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Bank’Lender’s or Issuing Bank or such corporation’s policies with respect to capital adequacy or liquidity requirements)adequacy) by an amount reasonably deemed by such Bank or Issuing BankLender to be material, then from time to time, within 15 Business Days after submission by such Bank or Issuing BankLender to the Company (with a copy to the Administrative Agent) of a written request therefor (which written request shall be conclusive in the absence(together with a reasonably detailed description and calculation of manifest error)such amounts), the Company shall pay to such Bank or Issuing BankLender such additional amount or amounts as will compensate such BankLender or Issuing Banksuch corporation for such reduction.

#IfIf any Bank shall have determined that the adoption ofLender or any changeIssuing Bank determines that any Change in any Requirement of Law regarding capital adequacy or liquidity requirements has or in the interpretation or application thereof or compliance by such Bank or any corporation controlling such Bank or Issuing Bank with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof does or shallwould have the effect of reducing the rate of return on such Bank’Lender’s or such Issuing BankBank’s capital or on the capital of such Lender’s or such corporation’Issuing Bank’s capitalholding company, if any, as a consequence of its obligations hereunderthis Agreement or under any Letterthe Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such BankLender or such Issuing Bank or such corporationLender’s or such Issuing Bank’s holding company could have achieved but for such change or complianceChange in Law (taking into consideration such Bank’Lender’s or such Issuing BankBank’s policies and the policies of such Lender’s or such corporation’Issuing Bank’s policiesholding company with respect to capital adequacy or liquidity requirements) by an amount reasonably deemed by such Bank or Issuing Bank to be material,liquidity), then from time to time, after submission by such Bank or Issuing Bank totime the Company (with a copy to the Administrative Agent) of a written request therefor (which written request shall be conclusive in the absence of manifest error), the Company shallBorrower will pay to such BankLender or such Issuing BankBank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing BankBank’s holding company for any such reduction. reduction suffered.

#IfIf any Lender or Issuing Bank shall have determineddetermines in good faith that the adoption of or any changeChange in any Requirement of Law regarding capital adequacy or liquidity requirements has or in the interpretation or application thereof or compliance by such Bank or any corporation controlling such Bank or Issuing Bank with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof does or shallwould have the effect of reducing the rate of return on such Bank’Lender’s or such Issuing Bank or such corporation’Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of its obligations hereunderthis Agreement or under any Letterthe Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such BankLender or the Issuing Bank or such corporationLender’s or such Issuing Bank’s holding company could have achieved but for such change or complianceChange in Law (taking into consideration such Bank’Lender’s or the Issuing Bank or such corporation’Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidity requirements) by an amount reasonably deemed by such Bank or Issuing Bank to be material,and liquidity), then from time to time, after submission by such Bank or Issuing Bank totime the Company (with a copy to the Administrative Agent) of a written request therefor (which written request shall be conclusive in the absence of manifest error), the Company shallapplicable Borrower will pay to such BankLender or such Issuing BankBank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing BankBank’s holding company for any such reduction. reduction suffered.

#IfIf any Bank shall have determined that the adoption ofLender or any changeIssuing Bank determines that any Change in any Requirement of Law regarding capital adequacy or liquidity requirements has or in the interpretation or application thereof or compliance by such Bank or any corporation controlling such Bank or Issuing Bank with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof does or shallwould have the effect of reducing the rate of return on such Bank’Lender’s or Issuing BankBank’s capital or on the capital of such corporation’Lender’s capitalor Issuing Bank’s holding company, if any, as a consequence of its obligations hereunderthis Agreement or under any Letterthe Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such BankLender or such Issuing Bank or such corporationLender’s or such Issuing Bank’s holding company could have achieved but for such change or complianceChange in Law (taking into consideration such Bank’Lender’s or such Issuing BankBank’s policies and the policies of such Lender’s or such corporation’Issuing Bank’s policiesholding company with respect to capital adequacy or liquidity requirements) by an amount reasonably deemed by such Bank or Issuing Bank to be material,and liquidity), then from time to time, after submission by such Bank or Issuing Bank totime the Company (with a copy to the Administrative Agent) of a written request therefor (which written request shall be conclusive in the absence of manifest error), the Company shallapplicable Borrower will pay to such BankLender or such Issuing BankBank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing BankBank’s holding company for any such reduction. reduction suffered.

#IfIf any Bank shall have determined that after the date hereof the adoption of or any change in any Requirement of Law (including any rules or regulations issued under or implementing any existing law) regarding capital adequacy or liquidity requirements or in the interpretation or application thereof or compliance by such Bank or any corporation controlling such Bank or Issuing Bank with any request or directive after the date hereof regarding capital adequacy or liquidity requirements (whether or not having the force of law) from any central bank or Governmental Authority made subsequent to the date hereofAuthority, does or shall have the effect of reducing the rate of return on such Bank’s or Issuing Bank or such corporation’s capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which such Bank or Issuing Bank or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Bank’s or Issuing Bank or such corporation’s policies with respect to capital adequacy or liquidity requirements)liquidity) by an amount which is reasonably deemed by such Bank or Issuing Bank to be material, then from time to time, after submission by such Bank or Issuing BankBank, through the Agent, to the Company (with a copy to the Administrative Agent)​ of a written request therefor (which written request(such request, which shall be conclusive and binding upon all parties in the absence of manifest error)error, shall include details reasonably sufficient to establish the basis for such additional amounts payable and shall be submitted to ​ within 30 Working Days after it becomes aware of such fact), the Company shall​ shall, within 10 days of such written request, pay to such Bank or Issuing Bank such additional amount or amounts as will compensate such Bank or Issuing Bank for such reduction. The agreements in this [subsection 2.14] shall survive the termination of this Agreement and payment of the Loans and the Notes and all other amounts payable hereunder.

#IfIf any Bank shall have determined that the adoption ofLender or any changeIssuing Bank determines in good faith that any Requirement ofChange in Law regarding capital adequacy or liquidity requirements has or in the interpretation or application thereof or compliance by such Bank or any corporation controlling such Bank or Issuing Bank with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof does or shallwould have the effect of reducing the rate of return on such Bank’Lender’s or such Issuing BankBank’s capital or on the capital of such Lender’s or such corporation’Issuing Bank’s capitalholding company, if any, as a consequence of its obligations hereunderthis Agreement or under any Letterthe Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such BankLender or such Issuing Bank or such corporationLender’s or such Issuing Bank’s holding company could have achieved but for such change or complianceChange in Law (taking into consideration such Bank’Lender’s or such Issuing BankBank’s policies and the policies of such Lender’s or such corporation’Issuing Bank’s policiesholding company with respect to capital adequacy or liquidity requirements) by an amount reasonably deemed by such Bank or Issuing Bank to be material,and liquidity), then from time to time, after submission by such Bank or Issuing Bank totime the Company (with a copy to the Administrative Agent) of a written request therefor (which written request shall be conclusive in the absence of manifest error), the Company shallBorrower will pay to such BankLender or such Issuing BankBank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing BankBank’s holding company for any such reduction. reduction suffered.