If 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 or in the interpretation or application thereof or compliance by such Bank or any corporation controlling such Bank with any request or directive after the date hereof regarding capital adequacy or liquidity (whether or not having the force of law) from any central bank or Governmental Authority, does or shall have the effect of reducing the rate of return on such Bank’s 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 such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Bank’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount which is reasonably deemed by such Bank to be material, then from time to time, after submission by such Bank, through the Agent, to ​ of a written request therefor (such request, which shall be conclusive and binding upon all parties in the absence of manifest 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), ​ shall, within 10 days of such written request, pay to such Bank such additional amount or amounts as will compensate such 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.

If any Bank shall have determined thatthat, after the date hereofhereof, the adoption of any applicable law, rule or regulation regarding capital adequacy or liquidity, or any change in any Requirement of Law (includingsuch law, rule or regulation, or any rules or regulations issued under or implementing any existing law) regarding capital adequacy or liquidity orchange 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 Bank withadministration thereof, or any request or directive after the date hereof regarding capital adequacy or liquidity (whether or not having the force of law) fromof any such authority, central bank or Governmental Authority, doescomparable agency, has or shallwould have the effect of reducing the rate of return on capital of such Bank’s or such corporation’s capitalBank (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 such corporation(or its Parent Bank) could have achieved but for such adoption, changechange, request or compliancedirective (taking into consideration such Bank’s or such corporation’sits policies with respect to capital adequacy or liquidity) by an amount which is reasonably deemed by such Bank to be material, then from time to time, within 15 days after submissiondemand by such Bank, through the Agent, to ​ ofBank (with a written request therefor (such request, which shall be conclusive and binding upon all parties in the absence of manifest 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 awarecopy of such fact)demand to be delivered to the Administrative Agent), ​ shall, within 10 days of such written request,the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent 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.

If any BankLender 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 or in the interpretation or application thereof or compliance by such BankLender or any corporation controlling such BankLender with any request or directive after the date hereof regarding capital adequacy or liquidity (whether or not having the force of law) from any central bank or Governmental Authority, does orAuthority made subsequent to the Effective Date shall have the effect of reducing the rate of return on such Bank’Lender’s 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 BankLender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Bank’Lender’s or such corporation’s policies with respect to capital adequacy or liquidity)adequacy) by an amount which is reasonably deemed by such BankLender to be material, then from time to time, within 15 Business Days after submission by such Bank, throughLender to the Agent,Company (with a copy to ​the Administrative Agent) of a written request therefor (such request, which shall be conclusive(together with a reasonably detailed description and binding upon all parties in the absence of manifest 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 awarecalculation of such fact)amounts), ​ shall, within 10 days of such written request,the Company shall pay to such BankLender such additional amount or amounts as will compensate such BankLender or such corporation 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.

If#If 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,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 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)liquidity requirements) 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, throughBank or Issuing Bank to the Agent,Company (with a copy to ​the Administrative Agent) of a written request therefor (such request, which(which written request shall be conclusive and binding upon all parties in the absence of manifest error,error), the Company 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), ​ 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.

If any BankLender 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 or in the interpretation or application thereof or compliance by such BankLender or any corporation controlling such BankLender with any request or directive after the date hereof regarding capital adequacy or liquidity (whether or not having the force of law) from any central bank or Governmental Authority, does orAuthority made subsequent to the Effective Date shall have the effect of reducing the rate of return on such Bank’Lender’s 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 BankLender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Bank’Lender’s or such corporation’s policies with respect to capital adequacy or liquidity)adequacy) by an amount which is reasonably deemed by such BankLender to be material, then from time to time, within 15 Business Days after submission by such Bank, throughLender to the Agent,Company and any relevant Subsidiary Borrower (with a copy to ​the Administrative Agent) of a written request therefor (such request, which shall be conclusive(together with a reasonably detailed description and binding upon all parties in the absence of manifest 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 awarecalculation of such fact)amounts), ​ shall, within 10 days of such written request,the Company and any relevant Subsidiary Borrower shall pay to such BankLender such additional amount or amounts as will compensate such BankLender or such corporation 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.

If 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 or in the interpretation or application thereof or compliance by such Bank or any corporation controlling such Bank with any request or directive after the date hereof regarding capital adequacy or liquidityrequirements (whether or not having the force of law) from any central bank or Governmental Authority, does or shall have, has the effect of reducing the rate of return on such Issuing Bank’s, such Lender’s, or such holding companies’ capital or liquidity as a consequence of such Issuing Bank’s or such corporation’Lender’s capital as a consequence of itscommitments, Loans, participations or other obligations hereunder or under any Letter of Credit to a level below that which such BankIssuing Bank, such Lender, or such corporationholding companies could have achieved but for such adoption, changeChange in Law or compliance (taking into consideration such Issuing Bank’ss, such Lender’s, or such corporation’sholding companies’ then existing policies with respect to capital adequacy or liquidity)liquidity requirements and assuming the full utilization of such entity’s capital) by anany amount which is reasonably deemed by such Issuing Bank or such Lender to be material, then from timesuch Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to time,pay such Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after submissionpresentation by such Bank, through the Agent, to ​Issuing Bank or such Lender of a written request therefor (such request,statement in the amount and setting forth in reasonable detail such Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be conclusivedeemed true and binding upon all partiescorrect absent manifest error). In determining such amount, such Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Issuing Bank’s or such Lender’s right to demand such compensation; provided, that Borrowers shall not be required to compensate such Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the absencedate that such Issuing Bank or such Lender notifies Borrowers of manifest error, shall include details reasonably sufficientsuch Change in Law giving rise to establishsuch reductions and of such Issuing Bank’s or such Lender’s intention to claim compensation therefor; provided further, that if such claim arises by reason of the basis for such additional amounts payable andChange in Law that is retroactive, then the 180-day period referred to above shall be submittedextended to ​ within 30 Working Days after it becomes awareinclude the period of such fact), ​ shall, within 10 daysretroactive effect thereof. The provisions of such written request, pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. The agreements in this [subsection[Section 2.14]13(a)] shall survive the termination of this Agreement and paymentthe repayment in full of the Loans and the Notes and all other amounts payable hereunder.Obligations.

If any Lender or any Issuing Bank shall have determined that on or after the date hereof the adoption of orClosing Date any changeChange in any Requirement of Law (including any rules or regulations issued under or implementing any existing law) regarding capital adequacy or liquidity ratios or in the interpretationrequirements has or application thereof or compliance by such Bank or any corporation controlling such Bank with any request or directive after the date hereof regarding capital adequacy or liquidity (whether or not having the force of law) from any central bank or Governmental Authority, does or shallwould have the effect of reducing the rate of return on such Bank’Lender’s or such corporation’Issuing Bank’s capital (or on the capital of the Parent Company of such Lender or such Issuing Bank) as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender, such Issuing Bank or such corporationParent Company could have achieved but for such adoption, change or complianceChange in Law (taking into consideration such Bank’Lender’s or such corporation’Issuing Bank’s policies or the policies of such Parent Company with respect to capital adequacy orand liquidity) by an amount which is reasonably deemed by such Bank to be material, then, then, from time to time, after submission by such Bank, throughLender or such Issuing Bank may provide the Agent,Borrower (with a copy thereof to ​the Administrative Agent) with written notice and demand (including the calculation of a written request therefor (such request, which shall be conclusiveall applicable amounts) with respect to such reduced amounts, and binding upon all parties in the absence of manifest error, shall include details reasonably sufficient to establish the basis for such additional amounts payable and shall be submitted to ​ within 30 Workingfive (5) Business Days after it becomes awarereceipt of such fact), ​ shall, within 10 days of such written request,notice and demand and calculation the Borrower shall pay to such BankLender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender, such Issuing Bank or such Parent Company for any 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.reduction suffered.

If anythe Bank shall have determined that on or after the date hereof the adoption of orRestatement Effective Date any changeChange in any Requirement of Law (including any rules or regulations issued under or implementing any existing law) regarding capital adequacy or liquidity ratios or in the interpretationrequirements has or application thereof or compliance by such Bank or any corporation controlling such Bank with any request or directive after the date hereof regarding capital adequacy or liquidity (whether or not having the force of law) from any central bank or Governmental Authority, does or shallwould have the effect of reducing the rate of return on suchthe Bank’s or such corporation’capital (or on the capital of the Bank’s capitalparent company) as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which suchthe Bank or such corporationthe Bank’s parent company could have achieved but for such adoption, change or complianceChange in Law (taking into consideration suchthe Bank’s policies or such corporation’the policies of the Bank’s policiesparent company with respect to capital adequacy orand liquidity) by an amount which is reasonably deemed by such Bank to be material, then, then, from time to time, after submission bythe Bank may provide the Borrower with written notice and demand with respect to such Bank, through the Agent, to ​ of a written request therefor (such request, which shall be conclusivereduced amounts, and binding upon all parties in the absence of manifest error, shall include details reasonably sufficient to establish the basis for such additional amounts payable and shall be submitted to ​ within 30 Workingfive (5) Domestic Business Days after it becomes awarereceipt of such fact), ​ shall, within 10 days of such written request,notice and demand the Borrower shall pay to suchthe Bank such additional amount or amounts as will compensate the Bank or the Bank’s parent company for any such 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.reduction suffered.

Changes in Capital Adequacy Regulations. If any Bank shall have determinedLender determines that after the date hereof the adoption of or any changeChange in any Requirement of Law (including any rules or regulations issued under or implementing any existing 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 with any request or directive after the date hereof regarding capital adequacy or liquidity (whether or not having the force of law) from any central bank or Governmental Authority, does or shallwould have the effect of reducing the rate of return on such Bank’s or such corporation’Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, its obligations hereunder or under any LetterLoans, its L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, to a level below that which such BankLender or such corporationLender’s holding company could have achieved but for such adoption, change or complianceChange in Law (taking into consideration such Bank’s or such corporation’Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy orand liquidity), then, within fifteen (15) days after receipt by an amount which is reasonably deemedthe Company of written demand by such BankLender pursuant to be material, then from time[Section 4.5], the Company shall pay such Lender the amount necessary to time, after submission by such Bank, through the Agent, to ​ of a written request therefor (such request, which shall be conclusive and binding upon all partiescompensate for any shortfall in the absencerate of manifest error, shall include details reasonably sufficient to establishreturn on the basis for such additional amounts payable and shall be submitted to ​ within 30 Working Days after it becomes awareportion of such fact), ​ shall, within 10 daysincreased capital or liquidity which such Lender determines is attributable to this Agreement, its Loans, its L/C Interests, the Letters of such written request, payCredit or its obligation to such Bank such additional amount or amounts as will compensate such Bank for such reduction. The agreements in this [subsection 2.14] shall survive the termination of this Agreement and payment of themake Loans and the Notes and all other amounts payable hereunder.

Changes in Capital Adequacy Regulations. If any Bank shall have determinedLender determines that after the date hereof the adoption of or any changeChange in any Requirement of Law (including any rules or regulations issued under or implementing any existing 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 with any request or directive after the date hereof regarding capital adequacy or liquidity (whether or not having the force of law) from any central bank or Governmental Authority, does or shallwould have the effect of reducing the rate of return on such Bank’s or such corporation’Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, its obligations hereunder or under any LetterLoans, its L/C Interests, the Letters of Credit or its obligation to make Loans hereunder, to a level below that which such BankLender or such corporationLender’s holding company could have achieved but for such adoption, change or complianceChange in Law (taking into consideration such Bank’s or such corporation’Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy orand liquidity), then, within fifteen (15) days after receipt by an amount which is reasonably deemed​ of written demand by such BankLender pursuant to be material, then from timeSection 4.5, ​ shall pay such Lender the amount necessary to time, after submission by such Bank, through the Agent, to ​ of a written request therefor (such request, which shall be conclusive and binding upon all partiescompensate for any shortfall in the absencerate of manifest error, shall include details reasonably sufficient to establishreturn on the basis for such additional amounts payable and shall be submitted to ​ within 30 Working Days after it becomes awareportion of such fact), ​ shall, within 10 daysincreased capital or liquidity which such Lender determines is attributable to this Agreement, its Loans, its L/C Interests, the Letters of such written request, payCredit or its obligation to such Bank such additional amount or amounts as will compensate such Bank for such reduction. The agreements in this [subsection 2.14] shall survive the termination of this Agreement and payment of themake Loans and the Notes and all other amounts payable hereunder.