Common use of Capital Adequacy and Other Adjustments Clause in Contracts

Capital Adequacy and Other Adjustments. In the event Agent or any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by Agent or such Lender or any corporation controlling Agent or such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by Agent or such Lender or any corporation controlling Agent or such Lender and thereby reducing the rate of return on Agent's or such Lender's or such corporation's capital as a consequence of this Agreement or its obligations hereunder, then Borrowers shall from time to time within fifteen (15) days after notice and demand from such Lender (with a copy to Agent) or Agent (together with the certificate referred to in the next sentence) pay to Agent or such Lender additional amounts sufficient to compensate Agent or such Lender for the amount of such cost or reduction. A certificate as to the amount of such cost or reduction to which Agent or any Lender is entitled to be compensated pursuant to this subsection 2.8 and showing the basis of the computation thereof submitted by Agent or such Lender to Borrower Representative shall, absent manifest error, be final, conclusive and binding for all purposes.

Capital Adequacy and Other Adjustments. In the event Agent or that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by Agent or such any Lender or any corporation controlling Agent or such Lender with any request or directive from any central bank or Governmental Authority or body charged with the administration thereof regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by Agent or such Lender or any corporation controlling Agent or such Lender and thereby reducing the rate of return on Agent's or such Lender's ’s or such corporation's ’s capital as a consequence of this Agreement or its obligations hereunder, then US Borrowers in the case of a US Lender or Netherlands Borrowers in the case of a Netherlands Lender shall from time to time within fifteen (15) days after notice and demand from such Lender (with a copy to Agent) or Agent (together with delivery of the certificate referred to in the next sentencesentence and with a copy to Applicable Agent) pay to Applicable Agent or for the account of such Lender Lender, additional amounts sufficient to compensate Agent or such Lender for the amount of such cost or reduction. A certificate as to the amount of such cost or reduction to which Agent or any Lender is entitled to be compensated pursuant to this subsection 2.8 and showing the basis of the computation thereof of such cost submitted by Agent or such Lender to Applicable Borrower Representative and Applicable Agent shall, absent manifest error, be final, conclusive and binding for all purposes.

Capital Adequacy and Other Adjustments. In the event Agent or any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by Agent or such Lender or any corporation controlling Agent or such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by Agent or such Lender or any corporation controlling Agent or such Lender and thereby reducing the rate of return on Agent's or such Lender's or such corporation's capital as a consequence of this Agreement or its obligations hereunder, then Borrowers Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (with a copy to Agent) or Agent (together with the certificate referred to in the next sentencesentence and with a copy to Agent) pay to Agent, for the account of Agent or such Lender Lender, as applicable, additional amounts sufficient to compensate Agent or such Lender Lender, as applicable, for the amount of such cost or reduction. A certificate as to the amount of such cost or reduction to which Agent or any Lender is entitled to be compensated pursuant to this subsection 2.8 and showing the basis of the computation thereof of such cost submitted by Agent or such Lender to Borrower Representative shall, absent manifest demonstrable error, be final, conclusive and binding for all purposes.. SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Capital Adequacy and Other Adjustments. In the event Administrative Agent or any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by Administrative Agent or such Lender or any corporation controlling Administrative Agent or such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by Administrative Agent or such Lender or any corporation controlling Administrative Agent or such Lender and thereby II-49 reducing the rate of return on Administrative Agent's or such Lender's or such corporation's capital as a consequence of this Agreement or its obligations hereunder, then Borrowers shall from time to time within fifteen (15) days after notice and demand from such Lender (with a copy to Administrative Agent) or Administrative Agent (together with the certificate referred to in the next sentence) pay to Administrative Agent or such Lender additional amounts sufficient to compensate Administrative Agent or such Lender for the amount of such cost or reduction. A certificate as to the amount of such cost or reduction to which Agent or any Lender is entitled to be compensated pursuant to this subsection 2.8 and showing the basis of the computation thereof submitted by Administrative Agent or such any Lender to Borrower Representative shall, absent manifest error, be final, conclusive and binding for all purposes.

Capital Adequacy and Other Adjustments. In the event any Agent or any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by such Agent or such Lender or any corporation controlling such Agent or such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction and which generally applies to Persons similarly situated to such Agent or Lender, does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Agent or such Lender or any corporation controlling such Agent or such Lender and thereby reducing the rate of return on such Agent's or such Lender's or such corporation's capital as a consequence of this Agreement or its obligations hereunder, then Borrowers Borrower shall from time to time within fifteen thirty (1530) days after notice and demand from such Lender or such Agent (with a copy to Administrative Agent) or Agent (together with the certificate referred to in the next sentence) pay to such Agent or such Lender additional amounts sufficient to compensate such Agent or such Lender for the amount of such cost or reduction. A certificate as to the amount of such cost or reduction to which Agent or any Lender is entitled to be compensated pursuant to this subsection 2.8 and showing the basis of the computation thereof of such cost submitted by any Agent or such any Lender to Borrower Representative shall, absent manifest error, be final, conclusive and binding for all purposes.