If any Lender shall have determined that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender’s obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such Change in Law (taking into consideration its policies with respect to capital adequacy and liquidity) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Company shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its Parent) for such reduction.

If any Lender shall have determined thatthat, after the date hereof, any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on capital or liquidity of such Lender (or its Parent) as a consequence of such Lender’s obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such Change in Lawadoption, change, request or directive (taking into consideration its policies with respect to capital adequacy andor liquidity) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the CompanyBorrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its Parent) for such reduction.

If any Lender shall have determined thatthat, after the date hereof, any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on capital or liquidity of such Lender (or its Parent) as a consequence of such Lender’Lender’s obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such Change in Lawadoption, change, request or directive (taking into consideration its policies with respect to capital adequacy andor liquidity) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Companyeach Borrower shall pay to such Lender its Appropriate Share of such additional amount or amounts as will compensate such Lender (or its Parent) for such reduction.

If any Lender shall have determinedreasonably determines that the introduction or adoption of any Change in Law regarding capital adequacy or liquidity requirementsor any change therein or in the interpretation or application thereof, in each case after the date hereof, or compliance by such Lender (or its Lending Office) therewith, has or would have the effect of reducing the rate of return on the capital of such Lender (or its Parent)Affiliate, as the case may be) or any corporation controlling such Lender (or its Affiliate, as the case may be) as a consequence of such Lender’s obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such Change in Law (taking into consideration its policies with respect to capital adequacy and liquidity) by an amount deemed by such Lender to be material,Lender’s desired return on capital), then from time to time, within 15 days after demand byof such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent)Agent given in accordance with [Section 3.06]), the CompanyBorrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its Parent) for such reduction.

Changes in Capital Adequacy Regulations. If any Lender shall have determineddetermines that any Change in Law regarding capital or liquidity 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 (or its Parent)Lender’s holding company, if any, as a consequence of such Lender’s obligations hereunderthis Agreement, its Loans, its L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, to a level below that which such Lender (or its Parent)or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration itssuch Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then, within fifteen (15) days after receipt by an amount deemed by such Lender to be material, then from time to time, within 15 days afterthe Company of written demand by such Lender (with a copypursuant to the Administrative Agent)[Section 4.5], the Company shall pay to such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such additional amountincreased capital or amounts as will compensateliquidity which such Lender (ordetermines is attributable to this Agreement, its Parent) for such reduction.Loans, its L/C Interests, the Letters of Credit or its obligation to make Loans hereunder.

If any Lender shall have determineddetermines that any Change in Law regarding capital or liquidity 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 (or its Parent)Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender’s obligations hereunderLender to a level below that which such Lender (or its Parent)or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration itssuch Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity) by an amount deemed by such Lender to be material,, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent),time the Company shallwill pay to such Lender such additional amount or amounts as will compensate such Lender (or its Parent)or such Lender’s holding company for any such reduction.reduction suffered.

If any Lender or any Issuing Bank shall have determined that on or after the Closing Date 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 or such Issuing Bank’s capital (or on the capital of the Parent Company of such Lender (or its Parent)or such Issuing Bank) as a consequence of such Lender’sits obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender (or its Parent)Lender, such Issuing Bank or such Parent Company could have achieved but for such Change in Law (taking into consideration itssuch Lender’s or such Issuing Bank’s policies or the policies of such Parent Company with respect to capital adequacy and liquidity) by an amount deemed by such Lender to be material, then, then, from time to time, within 15 days after demand by such Lender or such Issuing Bank may provide the Borrower (with a copy thereof to the Administrative Agent), with written notice and demand (including the Companycalculation of all applicable amounts) with respect to such reduced amounts, and within five (5) Business Days after receipt of such notice and demand and calculation the Borrower shall pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender (or its Parent)Lender, such Issuing Bank or such Parent Company for any such reduction.reduction suffered.

If any Lender shall have determined that the adoption of or any Changechange in any Requirement of Law regarding capital adequacy or liquidity requirements hasin the interpretation or wouldapplication thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the Effective Date shall have the effect of reducing the rate of return on capital of such Lender (or its Parent)Lender’s or such corporation’s capital as a consequence of such Lender’sits obligations hereunder to a level below that which such Lender (or its Parent)or such corporation could have achieved but for such Change in Lawadoption, change or compliance (taking into consideration itssuch Lender’s or such corporation’s policies with respect to capital adequacy and liquidity)adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 daysBusiness Days after demandsubmission by such Lender to the Company (with a copy to the Administrative Agent) of a written request therefor (together with a reasonably detailed description and calculation of such amounts), the Company shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its Parent)or such corporation for such reduction.

If any LenderBank shall have determined thatthat, after the date hereof, the adoption of any Change in Lawapplicable law, rule or regulation regarding capital adequacy or liquidity, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements(whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such LenderBank (or its Parent)Parent Bank) as a consequence of such Lender’Bank’s obligations hereunder to a level below that which such LenderBank (or its Parent)Parent Bank) could have achieved but for such Change in Lawadoption, change, request or directive (taking into consideration its policies with respect to capital adequacy andor liquidity) by an amount deemed by such LenderBank to be material, then from time to time, within 15 days after demand by such LenderBank (with a copy of such demand to be delivered to the Administrative Agent), the Company shall pay to such LenderBank such additional amount or amounts as will compensate such LenderBank (or its Parent)Parent Bank) for such reduction.

If any Lender shall have determineddetermines that any Change in Law regarding capital or liquidity 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 (or its Parent)Lender’s holding company, if any, as a consequence of such Lender’s obligations hereunderthis Agreement or the Loan, to a level below that which such Lender (or its Parent)or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration itssuch Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity) by an amount deemed by such Lender to be material,, then from time to time, within 15 days after demand by such Lender (with a copy totime the Administrative Agent), the Company shallBorrower will pay to such Lender such additional amount or amounts as will compensate such Lender (or its Parent)or such Lender’s holding company for any such reduction.reduction suffered.