Common use of Capital Adequacy Clause in Contracts

Capital Adequacy. If, after the Closing Date, the Lender has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 compliance by the Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder to a level below that which the Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender’s or its holding company’s policies with respect to capital adequacy), then, upon notice from the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender.

Capital Adequacy. If(a) In the event that Agent, after the Closing Date, the Swing Loan Lender has or any Lender shall have determined that the adoption any Applicable Law or effectiveness of any applicable law, rule or regulation guideline regarding capital adequacyadequacy or liquidity, or any change therein, Change in Law or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling Agent, Swing Loan Lender or its holding company any Lender and the office or branch where Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any LIBOR Rate Loans) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent, Swing Loan Lender or any Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder (including the making of any Swing Loans) to a level below that which the Agent, Swing Loan Lender or its holding company such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Agent’s, Swing Loan Lender’s or its holding companyand each Lender’s policies with respect to capital adequacy)adequacy and liquidity) by an amount deemed by Agent, Swing Loan Lender or any Lender to be material, then, upon notice from the Lendertime to time, the Borrower Borrowers shall pay upon demand to the Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate the Agent, Swing Loan Lender or its holding company such Lender for such reduction. Each determination by the In determining such amount or amounts, Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of amounts owing under this Section shall3.9 shall be available to Agent, absent manifest error, be conclusive Swing Loan Lender and binding on the Borrower. Notwithstanding anything contained herein each Lender regardless of any possible contention of invalidity or inapplicability with respect to the contraryApplicable Law, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoingrule, the Lender agrees thatregulation, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch guideline or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lendercondition.

Capital Adequacy. IfIf Lender shall have determined, after the Closing Dateclosing of the Loans, the Lender has determined that the adoption or effectiveness of any applicable law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender (or its holding company lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Lender's capital (or the Lender’s or capital of its holding company’s capital ) as a consequence of its commitments or obligations hereunder to a level below that which the Lender (or its holding company company) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration Lender's policies or the Lender’s or policies of its holding company’s policies company with respect to capital adequacy)) by an amount deemed by Lender to be material, thenthen from time to time, upon notice from the within fifteen (15) days after demand by Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender (or its holding company company) for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder lending office if making such designation would will avoid the need for, or reduce the amount of of, such reduction in its rate of return on its capital or assets compensation and would will not, in the reasonable judgment of the Lender, be otherwise disadvantageous to Lender. A certificate of Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, Lender may use any reasonable averaging and attribution methods. Failure on the part of Lender to demand compensation for any reduction in return on capital with respect to any period shall not constitute a waiver of Lender's rights to demand compensation for any reduction in return on capital in such period or in any other period. The protection of this Section shall be available to Lender regardless of any possible contention of the invalidity or inapplicability of the law, regulation or other condition that shall have been imposed.

Capital Adequacy. If, If after the Closing Date, date hereof any Bank or the Lender has determined Agent determines that (a) the adoption of or effectiveness of change in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any Governmental Authority, central bank a court or comparable agency charged governmental authority with the interpretation or administration thereofappropriate jurisdiction, or (b) compliance by such Bank or the Lender Agent or its holding company any corporation controlling such Bank or the Agent with any request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on such Bank's or the Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder Agent's commitment with respect to any Revolving Credit Loans to a level below that which such Bank or the Lender or its holding company Agent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's or the Lender’s or its holding company’s Agent's then existing policies with respect to capital adequacy)adequacy and assuming full utilization of such entity's capital) by any amount deemed by such Bank or (as the case may be) the Agent to be material, then, upon notice from then such Bank or the Lender, Agent may notify the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such eventfact. Notwithstanding To the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce extent that the amount of such reduction in its rate of the return on its capital or assets is not reflected in the Base Rate, the Borrower and would notsuch Bank shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Bank in light of these circumstances. If the Borrower and such Bank are unable to agree to such adjustment within thirty (30) days of the date on which the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in the such Bank's reasonable judgment of the Lenderdetermination, be otherwise disadvantageous to the Lenderprovide adequate compensation. Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. IfIf any Lender or the Issuing Lender determines that any Change in Law affecting such Lender or the Issuing Lender or any Lending Office of such Lender or such Lender’s or the Issuing Lender’s holding company, after the Closing Dateif any, the Lender has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 compliance by the Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, liquidity requirements has or would have the effect of reducing the rate of return on the such Lender’s or its the Issuing Lender’s capital or on the capital of such Lender’s or the Issuing Lender’s holding company’s capital , if any, as a consequence of its commitments this Credit Agreement, the Commitments of such Lender or obligations hereunder the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Lender, to a level below that which the such Lender or its the Issuing Lender or such Lender’s or the Issuing Lender’s holding company could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration the such Lender’s or its holding companythe Issuing Lender’s policies and the policies of such Lender’s or the Issuing Lender’s holding company with respect to capital liquidity and adequacy), then, upon notice from by an amount deemed by such Lender or the Issuing Lender, as applicable, to be material, then from time to time the Borrower shall Borrowers will pay to such Lender or the Lender Issuing Lender, as the case may be, such additional amount or amounts as will compensate the such Lender or its the Issuing Lender or such Lender’s or the Issuing Lender’s holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lendersuffered.

Capital Adequacy. If, after In the Closing Date, event that any of the Lender has Banks shall have determined that the adoption or effectiveness after the Restatement Effective Date of any applicable law, rule or regulation regarding capital and liquidity adequacy, or any change therein, after the Restatement Effective Date therein or any change in the interpretation or administration application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender or its holding company such Bank with any request or directive regarding capital and liquidity adequacy (whether or not having the force of law) of from any such Governmental Authority, central bank or comparable agencyGovernmental Authority including under Basel III or Xxxx-Xxxxx, has does or would shall have the effect of reducing the rate of return on the Lender’s or its holding companysuch Bank’s capital as a consequence of its commitments or obligations hereunder to a level below that which the Lender or its holding company such Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender’s or its holding companysuch Bank’s policies with respect to capital adequacy)) by an amount deemed by such Bank to be material, then, upon notice from then after submission by such Bank to the LenderCompany of a written request therefor, the Borrower amount of interest payable by the Company to such Bank on each Interest Payment Date shall pay to the Lender be increased by such additional amount or amounts (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank for the Lender or its holding company for portion of such reductionreduction allocable to the period in respect of which interest is so paid on such Interest Payment Date. Each determination by the Lender of A certificate as to any additional amounts owing under payable pursuant to this Section shall2.13, together with a statement by such Bank that such amounts have been calculated consistently with amounts calculated and claimed for in the case of other borrowers parties to revolving credit agreements with such Bank, submitted by such Bank, through the Administrative Agent, to the Company, shall be conclusive evidence, absent manifest demonstrable error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such eventfacts stated therein. Notwithstanding the foregoing, the Lender agrees Company shall not be required to compensate a Bank for any increased costs or reductions incurred more than 180 days prior to the date that such Bank notifies the Company of the change in law giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation under this Section; provided that, before if the change in law giving any notice seeking a payment under this Section 2.5rise to such increased costs or reductions is retroactive, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) then the 180-day period referred to designate a different office, branch or Affiliate above shall be extended to include the period of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderretroactive effect thereof.

Capital Adequacy. If, after the Closing Date, the If any Lender has reasonably determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacyadequacy made after the date hereof, or any change thereintherein made after the date hereof, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof made after the date hereof, or compliance by the such Lender or its holding parent company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agencyagency made after the date hereof, has or would have the effect of reducing the rate of return on the such Lender’s 's or its holding parent company’s 's capital or assets as a consequence of its commitments or obligations hereunder to a level below that which the such Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender’s or policies of such Lender and its holding company’s policies parent company with respect to capital adequacy), then, upon notice from within 10 Business Days after the LenderBorrower's receipt of the certificate referred to in the next sentence, the Borrower shall pay to the such Lender such additional amount or amounts as will compensate the such Lender or and its holding parent company for such reduction; provided that no such amounts shall be payable with respect to reduction in rate of return incurred more than three (3) months before such Lender demands compensation under this Section 3.5. A certificate as to the amount of such reduction in rate of return, the good faith basis therefor and setting forth in reasonable detail the calculations used by the applicable Lender to arrive at the amount or amounts claimed to be due, shall be submitted to the Borrower and the Agent. Each determination by the a Lender of amounts owing under this Section shall, absent manifest error, shall be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence rebuttably presumptive evidence of the event which forms the basis matters set forth therein. No demand for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy shall be made unless the Lender shall make comparable demands of other similarly situated borrowers. The provisions of this Section shall survive termination of this Credit Agreement and legal and regulatory restrictions) to designate a different office, branch or Affiliate the payment of the Lender as the office, branch or Affiliate of the Lender having the commitments Loans and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderall other amounts payable hereunder.

Capital Adequacy. IfIf Lender shall have determined, after the Closing Dateclosing of the Loans, the Lender has determined that the adoption or effectiveness of any applicable law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender (or its holding company lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Lender’s capital (or the capital of its holding company’s capital ) as a consequence of its commitments or obligations hereunder to a level below that which the Lender (or its holding company company) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender’s policies or the policies of its holding company’s policies company with respect to capital adequacy)) by an amount deemed by Lender to be material, thenthen from time to time, upon notice from the within fifteen (15) days after demand by Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender (or its holding company company) for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder lending office if making such designation would will avoid the need for, or reduce the amount of of, such reduction in its rate of return on its capital or assets compensation and would will not, in the reasonable judgment of the Lender, be otherwise disadvantageous to Lender. A certificate of Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, Lender may use any reasonable averaging and attribution methods. Failure on the part of Lender to demand compensation for any reduction in return on capital with respect to any period shall not constitute a waiver of Lender’s rights to demand compensation for any reduction in return on capital in such period or in any other period. The protection of this Section shall be available to Lender regardless of any possible contention of the invalidity or inapplicability of the law, regulation or other condition that shall have been imposed.

Capital Adequacy. If(a) In the event that Agent, after the Closing Date, the Swing Loan Lender has or any Lender shall have determined that the adoption any Applicable Law or effectiveness of any applicable law, rule or regulation guideline regarding capital adequacyadequacy or liquidity, or any change therein, Change in Law or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling Agent, Swing Loan Lender or its holding company any Lender and the office or branch where Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any Term SOFR Rate Loans) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent, Swing Loan Lender or any Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder (including the making of any Swing Loans) to a level below that which the Agent, Swing Loan Lender or its holding company such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Agent’s, Swing Loan Lender’s or its holding companyand each Lender’s policies with respect to capital adequacy)adequacy and liquidity) by an amount deemed by Agent, Swing Loan Lender or any Lender to be material, then, upon notice from the Lendertime to time, the Borrower Borrowers shall pay upon demand to the Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate the Agent, Swing Loan Lender or its holding company such Lender for such reduction. Each determination by the In determining such amount or amounts, Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of amounts owing under this Section shall3.9 shall be available to Agent, absent manifest error, be conclusive Swing Loan Lender and binding on the Borrower. Notwithstanding anything contained herein each Lender regardless of any possible contention of invalidity or inapplicability with respect to the contraryApplicable Law, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoingrule, the Lender agrees thatregulation, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch guideline or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lendercondition.

Capital Adequacy. If, If after the Closing Date, date hereof any Bank or the Lender has determined Agent determines that (a) the adoption of or effectiveness of change in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any Governmental Authority, central bank a court or comparable agency charged governmental authority with the interpretation or administration thereofappropriate jurisdiction, or (b) compliance by such Bank or the Lender Agent or its holding company any corporation controlling such Bank or the Agent with any request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on such Bank's or the Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder Agent's commitment with respect to any Loans to a level below that which such Bank or the Lender or its holding company Agent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's or the Lender’s or its holding company’s Agent's then existing policies with respect to capital adequacy)adequacy and assuming full utilization of such entity's capital) by any amount deemed by such Bank or (as the case may be) the Agent to be material, then, upon notice from then such Bank or the Lender, Agent may notify the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such eventfact. Notwithstanding To the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce extent that the amount of such reduction in its rate of the return on its capital or assets is not reflected in the Base Rate, the Borrower and would notsuch Bank shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Bank in light of these circumstances. If the Borrower and such Bank are unable to agree to such adjustment within thirty (30) days of the date on which the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in the such Bank's reasonable judgment of the Lenderdetermination, be otherwise disadvantageous to the Lenderprovide adequate compensation. Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. IfIf any Change in Law affects the amount of capital or liquidity required or expected to be maintained by any Lender, after any Issuing Bank or any corporation controlling such Lender or Issuing Bank due to the Closing Dateexistence of its Commitment, L/C Commitment, Loans or Letters of Credit or participations in Letters of Credit (as the case may be) hereunder, and such Lender or such Issuing Bank determines that the result of the foregoing is to increase the cost or reduce the return to such Lender or such Issuing Bank, as the case may be, of making or maintaining its Commitment, Loans or Letters of Credit or participating in Letters of Credit hereunder, then such Lender or such Issuing Bank, as the case may be, may notify the Loan Parties of such fact. To the extent that the costs of such increased capital or liquidity requirements are not reflected in the Base Rate, the Lender has determined that Eurodollar Rate, the adoption or effectiveness of any applicable lawCanadian Prime Rate, rule or regulation regarding capital adequacythe CDOR Loan, or any change thereinthe Facility Fee and/or the Applicable Rate, 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 compliance by the Loan Parties and such Lender or its holding company with any request such Issuing Bank, as the case may be, shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Loan Parties receive such Notice, an adjustment payable hereunder that will adequately compensate such Lender or directive such Issuing Bank, as the case may be, in light of these circumstances, and in connection therewith, such Lender or such Issuing Bank, as the case may be, will provide to the Loan Parties reasonably detailed information regarding capital adequacy the increase of such Lender’s or such Issuing Bank’s costs. If the Loan Parties and such Lender or such Issuing Bank are unable to agree to such adjustment within thirty (whether or 30) days of the date on which the Loan Parties receive such Notice, then commencing on the date of such Notice (but not having earlier than the force of law) effective date of any such Governmental Authorityincreased capital or liquidity requirement), central bank or comparable agencythe interest, has or would have the effect of reducing Facility Fee and/or the rate of return on the Applicable Rate payable hereunder shall increase by an amount that will, in such Lender’s or its holding companysuch Issuing Bank’s capital as a consequence of its commitments or obligations hereunder to a level below that which the Lender or its holding company could have achieved but for such adoptionreasonable determination, effectiveness, change or compliance (taking into consideration the Lender’s or its holding company’s policies with respect to capital adequacy), then, upon notice from the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender or its holding company for such reductionprovide adequate compensation. Each determination by the Lender of and each Issuing Bank agrees that amounts owing under claimed pursuant to this Section shall, absent manifest error, 4.05 shall be conclusive made in good faith and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderan equitable basis.

Capital Adequacy. If, If after the Closing Datedate hereof, the Lender has determined that the adoption or effectiveness of any applicable law, rule Applicable Law regarding the capital adequacy or regulation regarding capital adequacyliquidity of banks or bank holding companies, or any change therein, in Applicable Law (whether adopted before or after the Effective Date) 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, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the Lender or its bank holding company of such Lender) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the any Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder with respect to the Loans to a level below that which the Lender or its holding company it could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s or its holding company’s policies with respect to capital adequacy)adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon notice from the demand by such Lender, the Borrower shall promptly pay to the such Lender such additional amount or amounts as will shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Lender or its holding company Borrower pursuant to Section 10.3) for such reduction. Each determination by reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the Lender fourth (4th) Business Day after the date of amounts owing under this Section shalldemand or the Term Loan Maturity Date, absent manifest erroras applicable, be conclusive and binding on until payment in full thereof at the Borrower. Notwithstanding Default Rate; provided that notwithstanding anything contained herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be under any obligation required to pay compensate a Lender pursuant to the Lender amounts otherwise owing under foregoing provisions of this Section 2.5 for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Lender circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall not have delivered such written notice be extended to include the Borrower within ninety (90) days following the later period of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderretroactive effect thereof).

Capital Adequacy. If(a) In the event that Agent, after the Closing DateSwing Loan Lender, the Issuer or any Lender has shall have determined that the adoption any Applicable Law or effectiveness of any applicable law, rule or regulation guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling Agent, Swing Loan Lender or its holding company any Lender and the office or branch where Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any LIBOR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent’s, Swing Loan Lender’s, Issuer’s or its holding companyany Lender’s capital as a consequence of its commitments or obligations hereunder (including the making of any Swing Loans) to a level below that which the Agent, Swing Loan Lender, Issuer or such Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Agent’s, Swing Loan Lender’s, Issuer’s or its holding companyand each Lender’s policies with respect to capital adequacy)) by an amount deemed by Agent, Swing Loan Lender, Issuer or any Lender to be material, then, from time to time, Borrowers shall pay upon notice from the demand to Agent, Swing Loan Lender, the Borrower shall pay to the Issuer or such Lender such additional amount or amounts as will compensate the Agent, Swing Loan Lender, Issuer or such Lender or its holding company for such reduction. Each determination by the In determining such amount or amounts, Agent, Swing Loan Lender, Issuer or such Lender may use any reasonable averaging or attribution methods. The protection of amounts owing under this Section shall3.9 shall be available to Agent, absent manifest errorSwing Loan Lender, be conclusive Issuer and binding on the Borrower. Notwithstanding anything contained herein each Lender regardless of any possible contention of invalidity or inapplicability with respect to the contraryApplicable Law, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoingrule, the Lender agrees thatregulation, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch guideline or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lendercondition.

Capital Adequacy. If, If after the Closing Datedate hereof, the Lender has determined that the adoption or effectiveness of any applicable law, rule Applicable Law regarding the capital adequacy or regulation regarding capital adequacyliquidity of banks or bank holding companies, or any change therein, in Applicable Law (whether adopted before or after the Agreement Date) or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the Lender or its bank holding company of such Lender) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the any Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder with respect to the Loans to a level below that which the Lender or its holding company it could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s or its holding company’s policies with respect to capital adequacy)adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon notice from the demand by such Lender, the Borrower shall promptly pay to the such Lender such additional amount or amounts as will shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Lender or its holding company Borrower pursuant to Section 10.3) for such reduction. Each determination by reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the Lender fourth (4th) Business Day after the date of amounts owing under this Section shalldemand or the Term Loan Maturity Date, absent manifest erroras applicable, be conclusive and binding on until payment in full thereof at the Borrower. Notwithstanding Default Rate; provided that notwithstanding anything contained herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be under any obligation required to pay compensate a Lender pursuant to the Lender amounts otherwise owing under foregoing provisions of this Section 2.5 for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Lender circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall not have delivered such written notice be extended to include the Borrower within ninety (90) days following the later period of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderretroactive effect thereof).

Capital Adequacy. If, after If any Lender or Issuing Bank (or any Affiliate of the Closing Date, the Lender has foregoing) shall have reasonably determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change a Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, Law has or would have the effect of reducing the rate of return on the such Lender’s or its holding companyIssuing Bank’s (or any Affiliate of the foregoing) capital as a consequence of its commitments such Lender’s or Issuing Bank’s portion of the Revolving Loan Commitment or obligations hereunder to a level below that which the Lender or its holding company it could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration the such Lender’s or its holding companyIssuing Bank’s (or any Affiliate of the foregoing) policies with respect to capital adequacyadequacy immediately before such Change in Law and assuming that such Lender’s or Issuing Bank’s (or any Affiliate of the foregoing) capital was fully utilized prior to such adoption, change or compliance), then, promptly upon notice from demand, which demand shall be accompanied by the Lendercertificate described in the last sentence of this Section 12.5, by such Lender or Issuing Bank, the Borrower Borrowers shall immediately pay to the such Lender or Issuing Bank such additional amount or amounts as will shall be sufficient to compensate the such Lender or its holding company Issuing Bank for any such reductionreduction actually suffered; provided, however, that there shall be no duplication of amounts paid to a Lender pursuant to this sentence and Section 12.3. Each determination A certificate of such Lender or Issuing Bank setting forth the amount to be paid to such Lender or Issuing Bank by the Lender Borrowers as a result of amounts owing under any event referred to in this Section paragraph shall, absent manifest error, be conclusive conclusive. The Issuing Bank and binding on each Lender shall endeavor to notify the Borrower. Notwithstanding anything contained herein Borrowers of any event occurring after the date of this Agreement entitling the Issuing Bank or such Lender, as the case may be, to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing compensation under this Section 2.5 12.5 within one hundred eighty (180) days after the Issuing Bank or such Lender, as the case may be, obtains actual knowledge thereof; provided that if the Lender shall not have delivered Issuing Bank or such written Lender, as the case may be, fails to give such notice to the Borrower within ninety one hundred eighty (90180) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware after it obtains actual knowledge of such an event. Notwithstanding the foregoing, the Lender agrees thatIssuing Bank or such Lender, before giving as the case may be, shall, with respect to compensation payable pursuant to this Section 12.5 in respect of any notice seeking a costs resulting from such event, only be entitled to payment under this Section 2.512.5 for costs incurred from and after the date one hundred eighty (180) days prior to the date that the Issuing Bank or such Lender, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the officecase may be, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making gives such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lendernotice.

Capital Adequacy. If, after the Closing Date, the Lender has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 compliance by the Lender (including its foreign banking organization) or its holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Lender’s (including its foreign banking organization’s) or its holding company’s capital as a consequence of its commitments or obligations hereunder to a level below that which the Lender (including its foreign banking organization) or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender’s (including its foreign banking organization’s) or its holding company’s policies with respect to capital adequacy), then, upon notice from the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender (including its foreign banking organization) or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 2.4 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.52.4, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender.

Capital Adequacy. If, after If any Lender or the Closing Date, the Issuing Lender has determined determines that the adoption or effectiveness of any applicable law, rule or regulation Change in Law regarding capital adequacy, or any change therein, liquidity ratios 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 compliance by the Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, requirements has or would have the effect of reducing the rate of return on the such Lender’s or its the Issuing Lender’s capital or on the capital of such Lender’s or the Issuing Lender’s holding company’s capital , if any, as a consequence of its commitments this Agreement or obligations hereunder the Loans made by, or participations in Facility Letters of Credit held by, such Lender, or the Facility Letters of Credit issued by the Issuing Lender, to a level below that which the such Lender or its the Issuing Lender or such Lender’s or the Issuing Lender’s holding company could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration the such Lender’s or its holding companythe Issuing Lender’s policies and the policies of such Lender’s or the Issuing Lender’s holding company with respect to capital adequacyadequacy and liquidity), then, upon notice then from time to time the Borrower will pay to such Lender or the Issuing Lender, as the Borrower shall pay to the Lender case may be, such additional amount or amounts as will compensate such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company for any such reduction suffered. A certificate of a Lender or the Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or the Issuing Lender or its holding company for such reduction. Each determination by company, as the Lender of amounts owing under case may be, as specified in this Section shall, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Lender, be conclusive and binding as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. Failure or delay on the Borrower. Notwithstanding anything contained herein part of any Lender or the Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the contrary, Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be under required to compensate a Lender or the Issuing Lender pursuant to this Section for any obligation to pay increased costs or reductions incurred more than 270 days prior to the date that such Lender amounts otherwise owing under this Section 2.5 or the Issuing Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Lender’s intention to claim compensation therefor; provided further that, if the Lender Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall not have delivered such written notice be extended to include the Borrower within ninety (90) days following the later period of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderretroactive effect thereof.

Capital Adequacy. If(a) In the event that Agent, after the Closing DateSwing Loan Lender, the any Lender has shall have determined that the adoption any Applicable Law or effectiveness of any applicable law, rule or regulation guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation or its holding company bank controlling Agent, Swing Loan Lender, any Lender and the office or branch where Agent, Swing Loan Lender, any Lender (as so defined) makes or maintains any LIBOR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent, Swing Loan Lender’s or its holding company, any Lender’s capital as a consequence of its commitments or obligations hereunder (including the making of any Swing Loans) to a level below that which the Agent, Swing Loan Lender, such Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Agent’s, Swing Loan Lender’s, such Issuer’s or its holding companyand such Lender’s policies with respect to capital adequacy)) by an amount deemed by Agent, Swing Loan Lender, any Lender, any Issuer to be material, then, upon notice from the time to time, Borrowers shall pay, within ten (10) days of receiving a reasonably detailed written demand therefor, to Agent, Swing Loan Lender, the Borrower shall pay to the such Issuer or such Lender such additional amount or amounts as will compensate the Agent, Swing Loan Lender, such Issuer or such Lender or its holding company for such reduction. Each determination by the In determining such amount or amounts, Agent, Swing Loan Lender, such Issuer or such Lender may use any reasonable averaging or attribution methods. The protection of amounts owing under this Section shall3.9 shall be available to Agent, absent manifest errorSwing Loan Lender, be conclusive each Issuer and binding on the Borrower. Notwithstanding anything contained herein each Lender regardless of any possible contention of invalidity or inapplicability with respect to the contraryApplicable Law, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoingrule, the Lender agrees thatregulation, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch guideline or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lendercondition.

Capital Adequacy. If, after the Closing Date, the Lender has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 compliance by the Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder to a level below that which the Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender’s or its holding company’s policies with respect to capital adequacy), then, upon notice from the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a change in a Requirement of Law, regardless of the date enacted, adopted, issued or implemented. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender.

Capital Adequacy. If, If after the Closing Datedate hereof any Lender, the Lender has determined Fronting Bank, the LC Administrator or the Administrative Agent determines that (a) the adoption of or effectiveness of change in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (whether or not having the force of law) regarding capital adequacy, or any change therein, requirements for bank holding companies or any change in the interpretation or administration application thereof by any a Governmental Authority, central bank or comparable agency charged Authority with the interpretation or administration thereofappropriate jurisdiction, or (b) compliance by such Lender, the Lender Fronting Bank, the LC Administrator or its holding company the Administrative Agent or any corporation controlling such Lender, the Fronting Bank, the LC Administrator or the Administrative Agent with any request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on such Lender’s, the LenderFronting Bank’s, the LC Administrator’s or its holding companythe Administrative Agent’s capital as a consequence of its commitments or obligations hereunder commitment with respect to any Reimbursement Obligations to a level below that which such Lender, the Lender Fronting Bank, the or its holding company the Administrative Agent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s, the LenderFronting Bank’s, the LC Administrator’s or its holding companythe Administrative Agent’s then existing policies with respect to capital adequacy), then, upon notice from the adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contraryFronting Bank, the LC Administrator or the Administrative Agent (as the case may be) to be material, then such Lender, LC Administrator or the Administrative Agent may notify the Borrower shall not be under any obligation of such fact. The Borrower agrees to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoingLender, the Lender agrees thatFronting Bank, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts the LC Administrator or the Administrative Agent (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce case may be) for the amount of such reduction in its rate of the return on its capital as and when such reduction is determined upon presentation by such Lender, the Fronting Bank, the LC Administrator or assets and would notthe Administrative Agent (as the case may be) of a certificate in accordance with §3.5 hereof; provided, in that the reasonable judgment Borrower shall not be obligated to pay any additional amounts which were incurred by any of the Lenders, the Fronting Bank, the LC Administrator or the Administrative Agent more than forty-five (45) days prior to the date on which such Lender, be otherwise disadvantageous to the LenderFronting Bank, the LC Administrator or the Administrative Agent, as the case may be, had knowledge of such additional amounts. Each Lender shall allocate such cost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. IfIf any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law regarding capital or liquidity requirements, in each instance, after the Closing Date, the Lender has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change after the Closing Date in the interpretation interpretation, administration or administration application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation interpretation, administration or administration application thereof, or the compliance by the any Lender or its holding company any Person controlling such Lender with any request request, guideline or directive regarding capital adequacy or liquidity requirements (regardless of whether or not having the force of lawLaw) of any such Governmental Authority, central bank or comparable agencyagency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on the such Lender’s or its holding companysuch controlling Person’s capital as a consequence of its commitments or such Lender’s obligations hereunder to a level below that which the such Lender or its holding company such controlling Person could have achieved but for such adoption, effectivenesstaking effect, change change, interpretation, administration, application or compliance (taking into consideration the such Lender’s or its holding companysuch controlling Person’s policies with respect to capital adequacyadequacy or liquidity) then from time to time, within fifteen (15) days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to the Administrative Agent), then, upon notice from the Lender, the Borrower shall promptly pay to the such Lender such additional amount or amounts as will compensate the such Lender or its holding company such controlling Person for such reduction. Each determination by , so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender of amounts owing under this Section shallfirst made demand therefor; provided that, absent manifest errorif such adoption, taking effect or change is given retroactive effect, then the 180-day period referred to above shall be conclusive and binding on extended to include the Borrowerretroactive effect thereof. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (ix) the date of occurrence Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in law”, regardless of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoingenacted, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch adopted or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderissued.

Capital Adequacy. IfIf any Lender or the Issuing Bank determines that any Change in Law affecting such Lender or the Issuing Bank or any Lending Office of such Lender or such Lender’s or the Issuing Bank’s holding company, after the Closing Dateif any, the Lender has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 compliance by the Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyliquidity requirements, has or would have the effect of reducing the rate of return on the such Lender’s or its the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company’s capital , if any, as a consequence of its commitments this Agreement, the Commitment of such Lender or obligations hereunder the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which the such Lender or its the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration the such Lender’s or its holding companythe Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacyadequacy and liquidity), then, then from time to time upon notice from written request of such Lender or the Lender, Issuing Bank the Borrower shall promptly pay to such Lender or the Lender Issuing Bank, as the case may be, such additional amount or amounts as will compensate the such Lender or its the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such eventreduction suffered. Notwithstanding the foregoing, the Borrower shall only be obligated to compensate such Lender agrees that, before giving or the Issuing Bank for any notice seeking a payment amount under this Section 2.5arising or occurring during (i) in the case of each such request for compensation, it will use reasonable efforts any time or period commencing not more than ninety (consistent with its internal policy 90) days prior to the date on which such Lender or the Issuing Bank submits such request and legal and regulatory restrictions(ii) to designate a different officeany other time or period during which, branch or Affiliate because of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount unannounced retroactive application of such law, regulation, interpretation, request or directive, such Lender or Issuing Bank could not reasonably have known that the resulting reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lendermight arise.

Capital Adequacy. If, If after the Closing Datedate hereof, the Lender has determined that the adoption or effectiveness of any applicable law, rule Applicable Law regarding the capital adequacy of banks or regulation regarding capital adequacybank holding companies, or any change therein, in Applicable Law (whether adopted before or after the Agreement Date) or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the such Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the any Lender’s or its holding company’s 's capital as a consequence of its commitments or obligations hereunder with respect to the Loans and the Revolving Loan Commitment (or, if applicable, Incremental Facility Commitments) to a level below that which the Lender or its holding company it could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s or its holding company’s 's policies with respect to capital adequacy)adequacy immediately before such adoption, change or compliance and assuming that such Lender's capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon notice from the Lenderearlier of demand by such Lender or the Maturity Date, the Borrower shall promptly pay to the such Lender such additional amount or amounts as will shall be sufficient to compensate the such Lender or its holding company for such reduction. Each determination by reduced return, together with interest on such amount from the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety fourth (904th) days following the later of (i) Business Day after the date of occurrence of demand or the event which forms Maturity Date, as applicable, until payment in full thereof at the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such eventDefault Rate. Notwithstanding the foregoing, the Borrower shall only be obligated to compensate such Lender agrees that, before giving for any notice seeking a payment amount under this Section 2.5subsection arising or occurring during (i) in the case of each such request for compensation, it will use reasonable efforts any time or period commencing not more than ninety (consistent with its internal policy 90) days prior to the date on which such Lender submits such request and legal and regulatory restrictions(ii) to designate a different officeany other time or period during which, branch or Affiliate because of the unannounced retroactive application of such law, regulation, interpretation, request or directive, such Lender as could not have known that the office, branch or Affiliate resulting reduction in return might arise. A certificate of the such Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce setting forth the amount to be paid to such Lender by the Borrower as a result of such reduction any event referred to in its rate of return on its capital or assets this paragraph and would not, supporting calculations in the reasonable judgment of the Lender, detail shall be otherwise disadvantageous to the Lenderpresumptively correct absent manifest error.

Capital Adequacy. If, after the Closing Datedate hereof, the Lender has determined that the adoption or effectiveness implementation of any applicable law, rule or regulation regarding capital adequacyadequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency other governmental authority charged with the interpretation or administration thereof, or compliance by the a Revolving Lender (or its holding company parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyother governmental authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would have the effect of reducing the rate of return on the such Revolving Lender’s or its holding company’s 's capital as a consequence of its commitments or obligations hereunder or the transactions contemplated hereby to a level below that which the such Revolving Lender or its holding company could have achieved but for such adoption, effectivenessimplementation, change or compliance (taking into consideration the such Revolving Lender’s or its holding company’s 's policies with respect to capital adequacy)) by an amount deemed by such Revolving Lender to be material, thenthen such Revolving Lender shall provide to the Borrower notice of such matter, upon notice and from the time to time thereafter within ten (10) Business Days after demand by such Revolving Lender, the Borrower shall pay to the such Revolving Lender such additional amount or amounts as will compensate the such Revolving Lender or its holding company for such reduction. Each determination reduction which is incurred by such Revolving Lender after the Lender date of amounts owing such Revolving Lender's notice to the Borrower under this Section shall, absent manifest error, be conclusive and binding on the Borrower8.1. Notwithstanding anything contained herein the preceding sentence, upon Borrower's receipt of such notice from such Revolving Lender, Borrower may provide to the contrary, the Borrower shall not be under any obligation to pay to the such Revolving Lender amounts otherwise owing its notice of prepayment in accordance with Section 2.5 hereof. A certificate of such Revolving Lender claiming compensation under this Section 2.5 if and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Revolving Lender shall not have delivered such may use any reasonable averaging and attribution methods. Upon receipt of a notice from a Revolving Lender under this section, the Borrower, upon ten (10) days prior written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for Agent, may replace such notice and request for compensation and (ii) the date the Revolving Lender becomes aware of such event. Notwithstanding the foregoing, the with a new Revolving Lender agrees that, before giving any notice seeking that would not require a payment under this Section 2.5section, it will use reasonable efforts (consistent with its internal policy which replacement Revolving Lender shall purchase the rights and legal and regulatory restrictions) to designate a different office, branch or Affiliate of assume the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the replaced Revolving Lender hereunder if making under this Agreement and the other Operative Documents for a price equal to the outstanding principal and accrued but unpaid interest on the Note issued to such designation would avoid or reduce replaced Revolving Lender, plus the amount of other fees (including without limitation the commitment fee payable in accordance with Section 2.2 (a) of this Agreement), such reduction in its rate of return on its capital or assets fees to be pro rated through the purchase and would notassumption date; provided, in the reasonable judgment of the Lenderhowever, that such replacement Revolving Lender must be otherwise disadvantageous acceptable to the LenderAgent.

Capital Adequacy. IfDebtor shall pay directly to Secured Party as set forth below, on request, such amounts as Secured Party may determine to be necessary to compensate Secured Party for any costs which it determines are attributable to the maintenance by Secured Party, pursuant to a governmental requirement implemented or effective after the Closing Date, date hereof or a change made in any governmental requirement after the Lender has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change thereindate hereof, or any change in the interpretation or administration thereof by any Governmental Authorityinterpretation, central bank or comparable agency charged with the interpretation application or administration thereof, or compliance by the Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of law) , but affecting the banking industry generally, of capital in respect of Secured Party's commitment to lend hereunder, such compensation to include, without limitation, an amount equal to any such Governmental Authority, central bank or comparable agency, has or would have the effect reduction of reducing the rate of return on the Lender’s assets or equity of Secured Party (or its parent holding company’s capital as a consequence of its commitments or obligations hereunder to a level below that ) which the Lender or its holding company Secured Party could have achieved with respect to such commitment but for such adoptiongovernmental requirement or change in a governmental requirement or any such change in the interpretation, effectivenessapplication or administration thereof, change whether or compliance (taking into consideration not having the Lender’s or its holding company’s policies with respect force of law, but affecting the banking industry generally. Secured Party will notify Debtor of any event occurring after the date of this Agreement that will entitle Secured Party to capital adequacy), then, upon notice from the Lender, the Borrower shall pay compensation pursuant to the Lender such additional amount or this Section as promptly as practicable after it obtains knowledge thereof. Debtor will not be responsible for any amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under compensation pursuant to this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein accruing prior to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following before the later of (i) notice to Debtor in accordance with the date of occurrence of preceding sentence. In the event which forms Secured Party is entitled to such compensation, Secured Party will furnish Debtor with a certificate setting forth the amount of each request by Secured Party for compensation under this Section, with such certificate setting forth in reasonable detail the basis for determining, and the calculation of, such notice compensation. Determinations and request allocations by Secured Party for compensation and (ii) the date the Lender becomes aware purposes of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the officeeffect of any governmental requirement pursuant to this Section, branch or Affiliate of the Lender having the commitments and obligations effect of the Lender hereunder if making such designation would avoid capital maintained pursuant to this Section, on Secured Party's cost or reduce the amount of such reduction in its rate of return on of maintaining Indebtedness or its capital or assets obligation to make Advances, and would not, in the reasonable judgment of the Lenderamounts required to compensate Secured Party hereunder, shall be otherwise disadvantageous to the Lenderconclusive absent manifest error.

Capital Adequacy. IfWithout limiting any other provisions of this Agreement, in the event that the Lender determines after the Closing Date, the Lender has determined date hereof that the adoption introduction or effectiveness change after the date of this Agreement of any applicable law, rule treaty, governmental (or regulation quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, or any change therein, therein or any change in the interpretation or administration application thereof by any Governmental Authority, central bank or comparable agency charged with after the interpretation or administration thereofdate of this Agreement, or compliance by the Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) of any such Governmental Authority, from a central bank or comparable agencygovernmental authority or body having jurisdiction which is introduced or changed after the date of this Agreement, has does or would shall have the effect of reducing the rate of return on the Lender’s or its holding company’s 's capital as a consequence of its commitments or obligations hereunder to a level below that which the Lender or its holding company could have achieved but for such adoptionlaw, effectivenesstreaty, rule, regulation, guideline or order or such change or compliance (taking into consideration the Lender’s or its holding company’s 's policies with respect to capital adequacy), then, upon notice from adequacy and assuming the full utilization of the Lender's capital immediately before such adoption, the Borrower shall pay to the Lender such additional change or compliance) by an amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination reasonably deemed by the Lender to be material, then the Lender shall promptly after its determination of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, such occurrence notify the Borrower shall not be under any obligation thereof. The Borrower agrees to pay to the Lender amounts otherwise owing as an additional fee from time to time, within ten (10) days after written notice and demand by the Lender, such amount as the Lender certifies to be the amount that will compensate it for such reduction in connection with its obligations hereunder. A certificate of the Lender claiming compensation under this Section 2.5 if shall be conclusive in the Lender absence of manifest error or fraud and shall not have delivered such written notice to set forth the Borrower within ninety (90) days following the later of (i) the date of occurrence nature of the event occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder and the method by which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of amounts were determined. In determining such event. Notwithstanding the foregoingamount, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will may use reasonable efforts (consistent with its internal policy averaging and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderattribution methods.

Capital Adequacy. If, after the Closing Date, the If any Lender has (or any holding company of any Lender) shall have reasonably determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change a Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, Law has or would have the effect of reducing the rate of return on the such Lender’s (or its any holding company’s company of such Lender) capital or liquidity as a consequence of its commitments such Lender’s portion of the Commitments or obligations hereunder to a level below that which the Lender or its holding company it could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration the such Lender’s (or its any holding company’s company of such Lender) policies with respect to capital adequacyadequacy or liquidity immediately before such Change in Law and assuming that such Lender’s (or any holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance), then, promptly upon notice from demand, which demand shall be accompanied by the certificate described in the last sentence of this Section 11.5, by such Lender, the Borrower shall immediately pay to the such Lender such additional amount or amounts as will shall be sufficient to compensate such Lender for any such reduction actually suffered; provided, however, that there shall be no duplication of amounts paid to a Lender pursuant to this sentence and Section 11.3. A certificate of such Lender setting forth the amount to be paid to such Lender or its holding company for such reduction. Each determination by the Lender Borrower as a result of amounts owing under any event referred to in this Section paragraph shall, absent manifest error, be conclusive and binding on the Borrowerconclusive. Notwithstanding anything contained herein Each Lender shall endeavor to the contrary, notify the Borrower shall not be under of any obligation event occurring after the date of this Agreement entitling such Lender to pay to the Lender amounts otherwise owing compensation under this Section 2.5 if 11.5 within one hundred eighty (180) days after such Lender obtains actual knowledge thereof; provided that such Lender shall, with respect to compensation payable pursuant to this Section 11.5 in respect of any costs resulting from such event, only be entitled to payment under this Section 11.5 for costs incurred from and after the date one hundred eighty (180) days prior to the date that such Lender shall not have delivered such written gives notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender.

Capital Adequacy. IfBorrower shall pay directly to each Lender from time to time on request such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any costs that it reasonably determines are attributable to the maintenance by such Lender, after the Closing Date, the Lender has determined that the adoption or effectiveness of pursuant to any applicable law, rule law or regulation regarding capital adequacy, or any change thereininterpretation, directive 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 compliance by the Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) of any such Governmental Authority (a) following any Regulatory Change or (b) implementing after the date hereof any risk-based capital guideline or other capital requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any Governmental Authority, central bank or comparable agencyof capital in respect of such Lender’s Revolving Credit Commitment, has or would have the effect Revolving Credit Advances and/or Letter of reducing Credit Obligations hereunder (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on the Lender’s assets or its holding company’s capital as a consequence equity of its commitments or obligations hereunder such Lender to a level below that which the such Lender or its holding company could have achieved but for such adoptionlaw, effectivenessregulation, change interpretation, directive or compliance (taking into consideration request). Each Lender shall notify Borrower of any event occurring after the Lender’s or its holding company’s policies date of this Agreement entitling such Lender to compensation under this Section 1.19 as promptly as practicable, but in any event within 90 days, after such Lender obtains actual knowledge thereof; provided that if any Lender fails to give such notice within 90 days after it obtains actual knowledge of such an event, such Lender shall, with respect to capital adequacy), then, upon notice from the Lender, the Borrower shall pay compensation payable pursuant to the Lender such additional amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under 1.19 in respect of any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of costs resulting from such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a only be entitled to payment under this Section 2.5, it 1.19 for costs incurred from and after the date 90 days prior to the date that such Lender does give such notice. Each Lender will use reasonable efforts (consistent with its internal policy furnish to Borrower a certificate setting forth the basis and legal amount of each request by such Lender for compensation under this Section 1.19. Determinations and regulatory restrictions) to designate a different office, branch or Affiliate allocations by any Lender for purposes of this Section 1.19 of the Lender as the officeeffect of any Regulatory Change pursuant to or of capital maintained pursuant to this Section 1.19, branch on its costs or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on of maintaining Revolving Credit Advances or its capital or assets Revolving Credit Commitment and would not, in the reasonable judgment of the Lenderamounts required to compensate such Lender under this Section 1.19, shall be otherwise disadvantageous to the Lenderconclusive absent manifest error.

Capital Adequacy. If, If after the Closing Agreement Date, any Lender or Issuing Bank (or any Affiliate of the Lender has foregoing) shall have reasonably determined that the adoption or effectiveness of any applicable lawApplicable Law, rule governmental rule, regulation or regulation order regarding the capital adequacyadequacy of banks or bank holding companies, or any change therein, 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 compliance by the such Lender or its holding company Issuing Bank (or any Affiliate of the foregoing) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyagency (but only if such adoption, change, request or directive occurs after the Agreement Date), has or would have the effect of reducing the rate of return on the such Lender’s or its holding companyIssuing Bank’s (or any Affiliate of the foregoing) capital as a consequence of its commitments such Lender’s or Issuing Bank’s Revolving Loan Commitment or obligations hereunder to a level below that which the Lender or its holding company it could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s or its holding companyIssuing Bank’s (or any Affiliate of the foregoing) policies with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that such Lender’s or Issuing Bank’s (or any Affiliate of the foregoing) capital was fully utilized prior to such adoption, change or compliance), then, promptly upon notice from the Lenderdemand by such Lender or Issuing Bank, the Borrower Borrowers shall immediately pay to the such Lender or Issuing Bank such additional amount or amounts as will shall be sufficient to compensate the such Lender or its holding company Issuing Bank for any such reductionreduction actually suffered; provided, however, that there shall be no duplication of amounts paid to a Lender pursuant to this sentence and Section 12.3. Each determination A certificate of such Lender or Issuing Bank setting forth the amount to be paid to such Lender or Issuing Bank by the Lender Borrowers as a result of amounts owing under any event referred to in this Section paragraph shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderconclusive.

Capital Adequacy. If, If after the Closing Date, date hereof any Lender or the Lender has determined Administrative Agent determines that (a) the adoption of or effectiveness of change in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (whether or not having the force of law) regarding capital adequacy, requirements for Lenders or any change therein, Lender holding companies or any change in the interpretation or administration application thereof by any a Governmental Authority, central bank or comparable agency charged Authority with the interpretation or administration thereofappropriate jurisdiction, or (b) compliance by the such Lender or its holding company the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on the such Lender’s or its holding companythe Administrative Agent’s capital as a consequence of its commitments or obligations hereunder commitment with respect to any Loans to a level below that which the such Lender or its holding company the Administrative Agent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s or its holding companythe Administrative Agent’s then existing policies with respect to capital adequacy)adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or (as the case may be) the Administrative Agent to be material, then, upon notice from then such Lender or the Lender, Administrative Agent may notify the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such eventfact. Notwithstanding To the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce extent that the amount of such reduction in its rate of the return on its capital or assets is not reflected in the Base Rate, the Borrower and would notsuch Lender shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Lender in light of these circumstances. If the Borrower and such Lender are unable to agree to such adjustment within thirty (30) days of the date on which the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in the such Lender’s reasonable judgment of the Lenderdetermination, be otherwise disadvantageous to the Lenderprovide adequate compensation. Each Lender shall allocate such cost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. If(a) In the event that Agent, after the Closing DateSwing Loan Lender, the any Issuer or any Lender has shall have determined that the adoption or effectiveness of any applicable lawChange in Law, rule or regulation any change in any guideline regarding capital adequacy, or any change therein, adequacy or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, any Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, any Issuer or any Lender and any corporation or its holding company bank controlling Agent, Swing Loan Lender, any Issuer or any Lender and the office or branch where Agent, Swing Loan Lender, any Issuer or any Lender (as so defined) makes or maintains any LIBOR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent, Swing Loan Lender’s , any Issuer or its holding companyany Lender’s capital as a consequence of its commitments or obligations hereunder (including the making of any Swing Loans) to a level below that which the Agent, Swing Loan Lender, such Issuer or such Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Agent’s, Swing Loan Lender’s, such Issuer’s or its holding companyand such Lender’s policies with respect to capital adequacy)) by an amount deemed by Agent, Swing Loan Lender, any Issuer or any Lender to be material, then, from time to time, Borrowers shall pay upon notice from the demand to Agent, Swing Loan Lender, the Borrower shall pay to the such Issuer or such Lender such additional amount or amounts as will compensate the Agent, Swing Loan Lender, such Issuer or such Lender or its holding company for such reduction. Each determination by the In determining such amount or amounts, Agent, Swing Loan Lender, such Issuer or such Lender may use any reasonable averaging or attribution methods. The protection of amounts owing under this Section shall3.9 shall be available to Agent, absent manifest errorSwing Loan Lender, be conclusive each Issuer and binding on the Borrower. Notwithstanding anything contained herein each Lender regardless of any possible contention of invalidity or inapplicability with respect to the contraryApplicable Law, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoingrule, the Lender agrees thatregulation, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch guideline or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lendercondition.

Capital Adequacy. If, after If either (a) the Closing Date, introduction of or any change in or in the Lender has determined that the adoption or effectiveness interpretation of any applicable law, rule or regulation regarding capital adequacyor (b) compliance by a Lender with any law, rule or regulation or any change therein, guideline or request from 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 compliance by the Lender or its holding company with any request or directive regarding capital adequacy other governmental authority (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has affects or would have affect the effect amount of reducing capital required or expected to be maintained by a Lender or any corporation controlling such Lender, and such Lender determines that the rate amount of return on such capital is increased by or based upon the existence of such Lender’s 's Commitment or its holding company’s capital as a consequence of its Advances hereunder and other commitments or obligations hereunder to a level below that which the advances of such Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender’s or its holding company’s policies with respect to capital adequacy)of this type, then, upon notice from the demand by such Lender, subject to Section 10.9, the Borrower shall immediately pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender with respect to such circumstances (collectively, "Additional Costs"), to the extent that such Lender reasonably determines in good faith such additional amount or increase in capital to be allocable to the existence of such Lender's Commitment hereunder. Notwithstanding the foregoing, any Lender's demand for Additional Costs shall not include any Additional Costs with respect to any period more than 180 days prior to the date that such Lender gives notice to the Borrower of such Additional Costs unless the effective date of the Regulatory Modification which results in the right to receive Additional Costs is retroactive (the "Regulatory Modification Retroactive Effective Date"). If any Regulatory Modification has a Regulatory Modification Retroactive Effective Date and any Lender demands compensation within 180 days after the date setting the Regulatory Modification Retroactive Effective Date (the "Regulatory Modification Set Date"), such Lender shall have the right to receive such Additional Costs from the Regulatory Modification Retroactive Effective Date. If a Lender does not demand such Additional Costs within 180 days after the Regulatory Modification Set Date, such Lender may not receive payment of Additional Costs with respect to any period more than 180 days prior to such demand. A certificate as to such amounts as will compensate submitted to the Borrower by a Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section hereunder, shall, absent in the absence of manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderall purposes.

Capital Adequacy. If, If after the Closing Datedate hereof, the Lender has determined that the adoption or effectiveness of any applicable law, rule Applicable Law regarding the capital adequacy of banks or regulation regarding capital adequacybank holding companies, or any change therein, in Applicable Law (whether adopted before or after the Agreement Date) or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the Lender or its bank holding company of such Lender) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the any Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder with respect to the Loans and the Commitments to a level below that which the Lender or its holding company it could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s or its holding company’s policies with respect to capital adequacy)adequacy immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon notice from the demand by such Lender, the Borrower shall promptly pay to the such Lender such additional amount or amounts as will shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Lender or its holding company Borrower pursuant to Section 10.3) for such reductionreduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Maturity Date, as applicable, until payment in full thereof at the Default Rate. Each determination A certificate of such Lender setting forth the amount to be paid to such Lender by the Lender Borrower as a result of amounts owing under any event referred to in this Section shall, paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to the contrary, the Borrower above if it shall not at the time be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware general policy or practice of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment to demand such compensation in similar circumstances under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate comparable provisions of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderother credit agreements.

Capital Adequacy. If(a) In the event that any Agent, after the Closing Date, the Swing Loan Lender has or any Lender shall have determined that the adoption any Applicable Law or effectiveness of any applicable law, rule or regulation guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include any Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling any Agent, Swing Loan Lender or its holding company any Lender and the office or branch where any Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any LIBOR Rate Loans or LIBOR Rate Index Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the any Agent, Swing Loan Lender or any Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder (including the making of any Swing Loans) to a level below that which the such Agent, Swing Loan Lender or its holding company such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the each Agent’s, Swing Loan Lender’s or its holding companyand each Lender’s policies with respect to capital adequacy)) by an amount deemed by any Agent, Swing Loan Lender or any Lender to be material, then, upon notice from the Lendertime to time, the Borrower Borrowers shall pay upon demand to the such Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate the such Agent, Swing Loan Lender or its holding company such Lender for such reduction. Each determination by the In determining such amount or amounts, such Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of amounts owing under this Section shall3.9 shall be available to each Agent, absent manifest error, be conclusive Swing Loan Lender and binding on the Borrower. Notwithstanding anything contained herein each Lender regardless of any possible contention of invalidity or inapplicability with respect to the contraryApplicable Law, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoingrule, the Lender agrees thatregulation, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch guideline or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lendercondition.

Capital Adequacy. IfIf at any time any Lender determines that (a) the adoption of or any change in or in the interpretation of any law, treaty or governmental rule, regulation or order after the Closing Date, the Lender has determined that the adoption or effectiveness date of any applicable law, rule or regulation this Agreement regarding capital adequacy, or (b) compliance with any change thereinsuch law, treaty, rule, regulation, or order or (c) compliance with any change in the interpretation guideline or administration thereof by request or directive from any Governmental Authority, central bank or comparable agency charged with other Governmental Authority or any accounting board or authority (whether or not a Governmental Authority) which is responsible for the establishment or interpretation of national or administration thereofinternational accounting principles (in each case, or compliance by the Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would shall have the effect of reducing the rate of return on the such Lender’s 's (or its holding company’s any corporation controlling such Lender's) capital as a consequence of its commitments or obligations hereunder (other than with respect to Taxes) to a level below that which the such Lender or its holding company corporation could have achieved but for such adoption, effectivenesschange, change compliance or compliance (taking into consideration the Lender’s or its holding company’s policies with respect to capital adequacy)interpretation, then, upon notice demand from time to time by such Lender (with a copy of such demand to the LenderAdministrative Agent), the Borrower shall within five (5) Business Days of such demand pay to the Administrative Agent for the account of such Lender from time to time as specified by such Lender additional amount or amounts as will sufficient to compensate the such Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, ; provided that the Borrower shall not be under required to compensate a Lender pursuant to this Section 2.10 for any obligation to pay amounts incurred more than six (6) months prior to the Lender date of such demand. A certificate as to such amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice submitted to the Borrower within ninety (90and the Administrative Agent) days following by such Lender shall be conclusive and binding for all purposes absent manifest error. Each Lender shall promptly notify the later Borrower and the Administrative Agent of (i) any event of which such Lender or has knowledge, occurring after the date of occurrence of the event hereof, which forms the basis for would entitle such notice and request for Lender to compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under pursuant to this Section 2.5, it 2.10 and will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder lending office if making such designation would will avoid the need for, or reduce the amount of of, such reduction in its rate of return on its capital or assets compensation and would will not, in the reasonable judgment of the such Lender, be otherwise disadvantageous to it. For the Lenderavoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by FASB (including Interpretation No. 46 - Consolidation of Variable Interest Entities) shall constitute an adoption, change, request or directive, and any implementation thereof shall be, subject to this Section 2.10.

Capital Adequacy. If, If after the date hereof any Bank or the Agent ---------------- determines that (a) the adoption of or change after the Closing Date, the Lender has determined that the adoption or effectiveness of Date in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any Governmental Authority, central bank a court or comparable agency charged governmental authority with the interpretation or administration thereofappropriate jurisdiction, or (b) compliance by such Bank or the Lender Agent or its holding company any corporation controlling such Bank or the Agent with any request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on such Bank's or the Lender’s Agent's Commitment with respect to any Revolving Credit Loans or its holding company’s capital as a consequence of its commitments or obligations hereunder the Revolving Credit Loans to a level below that which such Bank or the Lender or its holding company Agent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's or the Lender’s or its holding company’s Agent's then existing policies with respect to capital adequacy)adequacy and assuming full utilization of such entity's capital) by any amount deemed by such Bank or (as the case may be) the Agent to be material, then, upon notice from then such Bank or the Lender, Agent may notify the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such eventfact. Notwithstanding To the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce extent that the amount of such reduction in its rate of the return on its capital or assets is not reflected in the Base Rate, the Borrower and would notsuch Bank shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Bank in light of these circumstances. If the Borrower and such Bank are unable to agree to such adjustment within thirty (30) days of the date on which the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in the such Bank's reasonable judgment of the Lenderdetermination, be otherwise disadvantageous to the Lenderprovide adequate compensation. Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. If(a) In the event that Agent, after the Closing Date, the Swing Loan Lender has or any Lender shall have determined that the adoption any Applicable Law or effectiveness of any applicable law, rule or regulation guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling Agent, Swing Loan Lender or its holding company any Lender and the office or branch where Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any Term SOFR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent, Swing Loan Lender or any Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder (including the making of any Swing Loans) to a level below that which the Agent, Swing Loan Lender or its holding company such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Agent’s, Swing Loan Lender’s or its holding companyand each Lender’s policies with respect to capital adequacy)) by an amount deemed by Agent, Swing Loan Lender or any Lender to be material, then, upon notice from the Lendertime to time, the Borrower Borrowers shall pay upon demand to the Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate the Agent, Swing Loan Lender or its holding company such Lender for such reduction. Each determination by the In determining such amount or amounts, Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of amounts owing under this Section shall3.9 shall be available to Agent, absent manifest error, be conclusive Swing Loan Lender and binding on the Borrower. Notwithstanding anything contained herein each Lender regardless of any possible contention of invalidity or inapplicability with respect to the contraryApplicable Law, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoingrule, the Lender agrees thatregulation, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch guideline or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lendercondition.

Capital Adequacy. If, after the Closing Datedate hereof, the any Lender has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacythe becoming effective of, or any change thereinin, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof in the interpretation or administration of, any applicable law, rule or regulation regarding capital adequacy, or compliance by the Lender such Lender, or its holding company parent corporation, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the such Lender’s 's (or its holding company’s parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which the Lender such Lender, or its holding company parent corporation, could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s 's (or its holding company’s parent corporation's) policies with respect to capital adequacy), then, upon within 30 days following written notice from such Lender to the LenderBorrower (such notice setting forth the amount necessary to compensate such Lender and identifying in reasonable detail the basis for the calculation of such amount and taking into account applicable deductions and credits in respect of the amount indemnified), the Borrower shall be obligated to pay to the such Lender such additional amount or amounts as will compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the Lender or its holding company amount indemnified) for such reduction. Each determination by the any such Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrowerparties hereto. Notwithstanding anything contained herein This covenant shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder. Each Lender agrees not to give any such notice or demand any such payment with respect to any such determinations at a time more than six months after the contrary, period as to which the Lender has made such determinations. The Borrower shall not be under obligated to compensate any obligation Lender for any such reductions if the Borrower shall have received such demand from such Lender later than the time provided in the preceding sentence. Each Lender agrees to pay make all reasonable efforts to avoid or minimize the Lender amounts otherwise owing amount of any demand for payment under this Section 2.5 if the 3.9, including exercising all reasonable efforts to change its lending office or to transfer its affected Loans to an Affiliate; provided, however, that no Lender shall not be required by this sentence to effect any change or transfer which would have delivered a materially adverse effect on such written notice to the Borrower within ninety (90) days following the later Lender's results of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such eventoperations or financial condition. Notwithstanding the foregoing, the no Lender agrees that, before giving any notice seeking a payment shall be entitled to request compensation under this Section 2.5, it will use reasonable efforts (consistent 3.9 with its internal policy and legal and regulatory restrictions) respect to designate a different office, branch or Affiliate any Eurocurrency Competitive Loan if said Lender shall have been aware of the Lender as charge giving rise to such request at the office, branch or Affiliate time of submission of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderrelated Eurocurrency Competitive Loan.

Capital Adequacy. If, If any Lender determines that (i) the introduction after the Closing Date, the Lender has determined that the adoption or effectiveness date hereof of any applicable lawCapital Adequacy Regulation, rule or regulation regarding capital adequacy, or (ii) any change thereinin any Capital Adequacy Regulation after the date hereof, or (iii) any change in the interpretation or administration thereof of any Capital Adequacy Regulation by any Governmental Authority, central bank or comparable agency other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the such Lender or its holding company any corporation or other entity controlling such Lender with any request or directive regarding capital adequacy (whether or not having Capital Adequacy Regulation, after the force of law) of any such Governmental Authority, central bank or comparable agency, has date hereof affects or would have affect the effect amount of reducing capital required or expected to be maintained by such Lender or any Person controlling such Lender and (taking into consideration such Lender's or such corporation's or other entity's policies with respect to capital adequacy) determines that the rate amount of return on the Lender’s or its holding company’s such capital is increased as a consequence of its commitments Commitments, loans, credits or obligations hereunder under this Agreement to a level below that which the such Lender or its such Lender's holding company could would have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender’s or its holding company’s policies with respect to capital adequacy)in law, then: (a) Agent shall promptly, upon after its receipt of a certificate from such Lender setting forth such Lender's determination of such occurrence, give notice from the Lender, the Borrower thereof to Borrowers and Lenders; and (b) Borrowers shall pay to Agent, for the account of such Lender, as an additional fee from time to time, on demand, such amount as such Lender certifies in reasonable detail to be the amount reasonably calculated to compensate such Lender for such reduction. A certificate of such Lender claiming entitlement to compensation as set forth above will be conclusive in the absence of manifest error. Such certificate will set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts as will compensate the to be paid to such Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms including the basis for such notice and request for compensation and (ii) the date the Lender becomes aware Lender's determination of such eventamount), and the method by which such amounts were determined, all in reasonable detail. Notwithstanding the foregoingIn determining such amount, the such Lender agrees that, before giving may use any notice seeking a payment under reasonable averaging and attribution method. For purposes of this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) 3.8 all references to designate a different office, branch Lender shall be deemed to include any bank holding company or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount bank parent of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender.

Capital Adequacy. IfBorrower shall pay directly to each Lender from time to time on request such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any costs that it reasonably determines are attributable to the maintenance by such Lender, after the Closing Date, the Lender has determined that the adoption or effectiveness of pursuant to any applicable law, rule law or regulation regarding capital adequacy, or any change thereininterpretation, directive 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 compliance by the Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) of any such Governmental Authority (a) following any Regulatory Change or (b) implementing after the date hereof any risk-based capital guideline or other capital requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any Governmental Authority, central bank or comparable agencyof capital in respect of such Lender's Revolving Credit Commitment, has or would have the effect Revolving Credit Advances and/or Letter of reducing Credit Obligations hereunder (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on the Lender’s assets or its holding company’s capital as a consequence equity of its commitments or obligations hereunder such Lender to a level below that which the such Lender or its holding company could have achieved but for such adoptionlaw, effectivenessregulation, change interpretation, directive or compliance (taking into consideration request). Each Lender shall notify Borrower of any event occurring after the Lender’s or its holding company’s policies date of this Agreement entitling such Lender to compensation under this SECTION 1.19 as promptly as practicable, but in any event within 90 days, after such Lender obtains actual knowledge thereof; PROVIDED that if any Lender fails to give such notice within 90 days after it obtains actual knowledge of such an event, such Lender shall, with respect to capital adequacy)compensation payable pursuant to this SECTION 1.19 in respect of any costs resulting from such event, then, upon notice only be entitled to payment under this SECTION 1.19 for costs incurred from and after the Lender, the Borrower shall pay date 90 days prior to the date that such Lender does give such additional notice. Each Lender will furnish to Borrower a certificate setting forth the basis and amount of each request by such Lender for compensation under this SECTION 1.19. Determinations and allocations by any Lender for purposes of this SECTION 1.19 of the effect of any Regulatory Change pursuant to or amounts as will compensate the Lender of capital maintained pursuant to this SECTION 1.19, on its costs or rate of return of maintaining Revolving Credit Advances or its holding company for Revolving Credit Commitment and of the amounts required to compensate such reduction. Each determination by the Lender of amounts owing under this Section shallSECTION 1.19, shall be conclusive absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender.

Capital Adequacy. If(a) In the event that Agent, after the Closing Date, the Swing Loan Lender has or any Lender shall have determined that the adoption any Applicable Law or effectiveness of any applicable law, rule or regulation guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling Agent, Swing Loan Lender or its holding company any Lender and the office or branch where Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any LIBORTerm SOFR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent, Swing Loan Lender or any Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder (including the making of any Swing Loans) to a level below that which the Agent, Swing Loan Lender or its holding company such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Agent’s, Swing Loan Lender’s or its holding companyand each Lender’s policies with respect to capital adequacy)) by an amount deemed by Agent, Swing Loan Lender or any Lender to be material, then, upon notice from the Lendertime to time, the Borrower Borrowers shall pay upon demand to the Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate the Agent, Swing Loan Lender or its holding company such Lender for such reduction. Each determination by the In determining such amount or amounts, Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of amounts owing under this Section shall3.9 shall be available to Agent, absent manifest error, be conclusive Swing Loan Lender and binding on the Borrower. Notwithstanding anything contained herein each Lender regardless of any possible contention of invalidity or inapplicability with respect to the contraryApplicable Law, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoingrule, the Lender agrees thatregulation, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch guideline or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lendercondition.

Capital Adequacy. If, If after the Closing Datedate hereof the Acceptance Bank, the Issuing Bank, any Lender has determined or the Administrative Agent determines that (a) the adoption of or effectiveness of change in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any Governmental Authority, central bank a court or comparable agency charged governmental authority with the interpretation or administration thereofappropriate jurisdiction, or (b) compliance by the Acceptance Bank, the Issuing Bank or such Lender or its holding company any corporation controlling the Acceptance Bank, the Issuing Bank or such Lender with any request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on the such Lender’s 's Commitment, Loans or its holding company’s capital as a consequence of its commitments or obligations hereunder Credit Instrument Participation to a level below that which the Acceptance Bank, the Issuing Bank or such Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Acceptance Bank, the Issuing Bank's or such Lender’s or its holding company’s 's then existing policies with respect to capital adequacy), then, upon notice from adequacy and assuming full utilization of such entity's capital) by any amount deemed by the LenderAcceptance Bank, the Borrower shall pay Issuing Bank or such Lender to be material, then the Lender such additional amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contraryAcceptance Bank, the Borrower shall not be under any obligation to pay to Issuing Bank or such Lender may notify the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware Borrowers of such eventfact. Notwithstanding To the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce extent that the amount of such reduction in its rate of the return on its capital is not reflected in the Base Rate (if relating to Loans or assets and would notUnpaid Reimbursement Obligations) or the Bankers' Acceptance Fee (if relating to the Bankers' Acceptances), the Borrowers, the Acceptance Bank, the Issuing Bank or such Lender shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate such lender for such reduction. If the Borrowers, the Acceptance Bank, the Issuing Bank or such Lender are unable to agree to such adjustment within thirty (30) days of the day on which the Borrowers receive such notice, then the fees payable hereunder shall increase by an amount which will, in the Acceptance Bank's, the Issuing Bank's or such Lender's reasonable judgment of the Lenderdetermination, be otherwise disadvantageous sufficient to compensate the LenderAcceptance Bank, the Issuing Bank or the such Lender for the amount of such reduction in the return on capital as and when such reduction is evidenced by calculations, in reasonable detail, presented by the Acceptance Bank, the Issuing Bank or such Lender of a certificate in accordance with ss.5.8 hereof. The Acceptance Bank, the Issuing Bank and each Lender shall allocate such cost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. If, after the Closing Date, the If any Lender has shall have determined that the adoption or effectiveness applicability of any applicable law, rule rule, regulation or guideline adopted after the date hereof, it being agreed that "adopted after the date hereof" shall include compliance by a Lender or any lending office or holding company of a Lender with any Basle Law whether or not such Basle Law was in effect, applicable or phased in on or prior to or after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards" or pursuant to or arising out of any report, agreement or convention of any international banking group adopted subsequent to such 1988 report (said laws, rules, regulations and guidelines pursuant to or arising out of such 1988 report or any such subsequently adopted report, agreement or convention being sometimes collectively herein referred to as "Basle Laws"), or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacyadequacy (any such other law, rule, regulation or any change thereinguideline being sometimes herein referred to as "Other Laws"), or any change in any of the foregoing (after the date hereof in respect of Other Laws; before or after the date hereof in respect of Basle Laws) or in the enforcement or interpretation or administration thereof of any of the foregoing (after the date hereof in respect of Other Laws; before or after the date hereof in respect of Basle Laws) by any Governmental Government Authority, central bank or comparable agency charged with the enforcement or interpretation or administration thereof, or compliance by the any Lender (or its any lending office of any Lender) or any holding company of any Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, 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 or its 's holding company’s capital , if any, as a consequence of its commitments Commitments, Loans or any of its obligations hereunder to a level below that which the such Lender or its such Lender's holding company could have achieved but for such applicability, adoption, effectiveness, change or compliance (taking into consideration such Lender's policies and the policies of such Lender’s or its 's holding company’s policies company with respect to capital adequacy)) by an amount deemed by such Lender to be material, then, upon notice from the demand by such Lender (or by Agent on such Lender's behalf), the Borrower shall pay to the such Lender from time to time such additional amount or amounts as will compensate the such Lender or its such Lender's holding company for any such reductionreduction suffered, together with interest on each such amount from the date demanded until payment in full (after as well as before judgment) thereof at the Base Rate. Each determination by the Lender shall endeavor to give Borrower notice of amounts owing its intention to require compensation under this Section 3.4 within a reasonable time after the loan officer of such Lender with responsibility for this Agreement becomes aware of its entitlement to such compensation under this Section 3.4, but no failure to give any such notice shall affect or relieve Borrower of any of Borrower's obligations under this Section 3.4 or under any other provision of this Agreement or any other Loan Document or result in any obligation or liability of Agent or any Lender to Borrower or any other Person. A certificate of a Lender as to the amount required to be paid by Borrower under this Section 3.4 and showing in reasonable detail the basis for the calculation thereof shall, absent manifest error, be final and conclusive (it being understood that in no event shall any Lender be required to disclose in such certificate or otherwise any non-public information). In determining such amount or amounts, a Lender may use any method of averaging and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety attribution as it (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets sole and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderabsolute discretion) shall deem applicable.

Capital Adequacy. IfIf any Lender or the LC Issuer shall have determined, after the Closing Date, the Lender has determined that the adoption or effectiveness of any applicable law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender (or its holding company lending office) or the LC Issuer with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the such Lender’s or the LC Issuer’s capital (or the capital of its respective holding company’s capital ) as a consequence of its commitments or obligations hereunder to a level below that which the such Lender or the LC Issuer (or its respective holding company company) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s or the LC Issuer’s, as applicable, policies or the policies of its holding company’s policies company with respect to capital adequacy) by an amount deemed by such Lender or the LC Issuer, as applicable, to be material, then from time to time, within 15 days after demand by such Lender or the LC Issuer, as applicable (with a copy to Agent), then, upon notice from the Lender, the Borrower shall pay to such Lender or the Lender LC Issuer, as applicable, such additional amount or amounts as will shall compensate such Lender or the Lender LC Issuer, as applicable (or its holding company company) for such reduction. Each determination by Lender or the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower LC Issuer shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different officelending office (or, with respect to the LC Issuer, a different branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder affiliate) if making such designation would will avoid the need for, or reduce the amount of of, such reduction in its rate of return on its capital or assets compensation and would will not, in the reasonable judgment of such Lender or the LenderLC Issuer, as applicable, be otherwise disadvantageous to such Lender or the LC Issuer. A certificate of any Lender or the LC Issuer, as applicable, claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Lender or the LC Issuer, as applicable, may use any reasonable averaging and attribution methods. Failure on the part of any Lender or the LC Issuer to demand compensation for any reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s or the LC Issuer’s rights to demand compensation for any reduction in return on capital in such period or in any other period. The protection of this Section shall be available to each Lender and the LC Issuer regardless of any possible contention of the invalidity or inapplicability of the law, regulation or other condition that shall have been imposed.

Capital Adequacy. If(a) In the event that Agent, after the Closing Date, the Swing Loan Lender has or any Lender shall have determined that the adoption any Applicable Law or effectiveness of any applicable law, rule or regulation guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling Agent, Swing Loan Lender or its holding company any Lender and the office or branch where Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any LIBOR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent, Swing Loan Lender or any Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder (including the making of any Swing Loans) to a level below that which the Agent, Swing Loan Lender or its holding company such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Agent’s, Swing Loan Lender’s or its holding companyand each Lender’s policies with respect to capital adequacy)) by an amount deemed by Agent, Swing Loan Lender or any Lender to be material, then, upon notice from the Lendertime to time, the Borrower Borrowers shall pay upon demand to the Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate the Agent, Swing Loan Lender or its holding company such Lender for such reduction. Each determination by the In determining such amount or amounts, Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of amounts owing under this Section shall3.9 shall be available to Agent, absent manifest error, be conclusive Swing Loan Lender and binding on the Borrower. Notwithstanding anything contained herein each Lender regardless of any possible contention of invalidity or inapplicability with respect to the contraryApplicable Law, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoingrule, the Lender agrees thatregulation, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch guideline or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lendercondition.

Capital Adequacy. If(a) In the event that Agent, after the Closing Date, the Swing Loan Lender has or any Lender shall have determined that the adoption any Applicable Law or effectiveness of any applicable law, rule or regulation guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term "Lender" shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling Agent, Swing Loan Lender or its holding company any Lender and the office or branch where Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any LIBOR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent, Swing Loan Lender or any Lender’s or its holding company’s 's capital as a consequence of its commitments or obligations hereunder (including the making of any Swing Loans) to a level below that which the Agent, Swing Loan Lender or its holding company such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Agent's, Swing Loan Lender’s or its holding company’s 's and each Lender's policies with respect to capital adequacy)) by an amount deemed by Agent, Swing Loan Lender or any Lender to be material, then, upon notice from the Lendertime to time, the Borrower Borrowers shall pay upon demand to the Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate the Agent, Swing Loan Lender or its holding company such Lender for such reduction. Each determination by the In determining such amount or amounts, Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of amounts owing under this Section shall3.9 shall be available to Agent, absent manifest error, be conclusive Swing Loan Lender and binding on the Borrower. Notwithstanding anything contained herein each Lender regardless of any possible contention of invalidity or inapplicability with respect to the contraryApplicable Law, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoingrule, the Lender agrees thatregulation, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch guideline or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lendercondition.

Capital Adequacy. If(a) In the event that Agent, after the Closing Date, the Swing Loan Lender has or any Lender shall have determined that the adoption any Applicable Law, or effectiveness of any applicable law, rule or regulation guideline regarding capital adequacy, or any change thereinChange in Law, or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Agent, Swing Loan Lender or its holding company any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender or any Lender and any corporation or bank controlling Agent, Swing Loan Lender or any Lender) and the office or branch where Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any Eurodollar Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent, Swing Loan Lender or any Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder to a level below that which the Agent, Swing Loan Lender or its holding company such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Agent, Swing Loan Lender or each Lender’s or its holding company’s policies with respect to capital adequacy)) by an amount deemed by Agent, Swing Loan Lender or any Lender to be material, then, upon notice from the Lendertime to time, the Borrower Borrowers shall pay upon demand to the Agent, Swing Loan Lender or any Lender such additional amount or amounts as will compensate the Agent or such Lender or its holding company for such reduction. Each determination by the In determining such amount or amounts, Agent, Swing Loan Lender or any Lender may use any reasonable averaging or attribution methods. The protection of amounts owing under this Section shall3.9 shall be available to Agent, absent manifest error, be conclusive Swing Loan Lender and binding on the Borrower. Notwithstanding anything contained herein each Lender regardless of any possible contention of invalidity or inapplicability with respect to the contraryApplicable Law, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch Change in Law or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lendercondition.

Capital Adequacy. If, after the Closing Date, the If any Lender has determined that the adoption or effectiveness effectiveness, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change thereintherein (after the date hereof), 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 compliance by the such Lender (or its holding company parent corporation) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the such Lender’s (or its holding company’s parent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which the such Lender (or its holding company parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s (or its holding company’s parent corporation’s) policies with respect to capital adequacy), then, upon notice from such Lender, accompanied by a statement in reasonable detail showing the Lendercalculation of the amount demanded, the Borrower shall pay to the such Lender such additional amount or amounts as will compensate the such Lender or its holding company for such reduction. Each determination by the any such Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the Borrowerparties hereto. Notwithstanding anything contained herein This Section shall survive termination of this Credit Agreement and the other Credit Documents and payment of the Loans and all other amounts payable hereunder. Failure or delay on the part of any Lender to the contrary, demand compensation pursuant to this Section 4.2 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be under required to compensate such Lender pursuant to this Section for any obligation to pay increased costs or reductions incurred more than 90 days prior to the date that such Lender amounts otherwise owing under this Section 2.5 notifies the Borrower of the change in or in the interpretation of law or regulation giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch change in or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment interpretation of law or regulation giving rise to such increased costs or reductions is retroactive, then the Lender, 90-day period referred to above shall be otherwise disadvantageous extended to include the Lenderperiod of retroactive effect thereof.

Capital Adequacy. If, after the Closing Date, the Lender has determined that the adoption or effectiveness of If any applicable law, rule or regulation Change in Law regarding capital adequacy, adequacy or any change therein, or any change in the interpretation or administration thereof liquidity by any Governmental Authority, central bank or comparable agency charged by Applicable Law with the interpretation or administration thereof, or compliance by the such Lender or its holding company parent corporation with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authorityauthority, central bank bank, or comparable agency, in each case made subsequent to the date hereof, has or would have the effect of reducing the rate of return on the Lender’s or its holding company’s capital of any Affected Party as a consequence of its commitments or obligations hereunder or arising in connection herewith to a level below that which the Lender or its holding company any such Affected Party could have achieved but for such adoptionintroduction, effectivenesschange, compliance or change or compliance (taking into consideration the Lender’s or its holding company’s policies of such Affected Party with respect to capital adequacyadequacy or liquidity) by an amount deemed by such Affected Party to be material, then within 30 days following the receipt of written demand by such Affected Party (which written demand shall be accompanied by a statement setting forth the basis for such demand in reasonable detail), then, upon notice from the Lender, the Borrower shall pay directly to the Lender such Affected Party such additional amount or amounts as will compensate the Lender or its holding company such Affected Party for such reduction. Each determination If as a result of any event or circumstance similar to those described in Sections 2.11(a), 2.11(b) or 2.11(c), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within 30 days following the receipt of written demand by such Affected Party (which written demand shall be accompanied by a statement setting forth the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrarybasis for such demand in reasonable detail), the Borrower shall not be under any obligation to pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any amounts actually paid by it. In determining any amount provided for in this Section 2.11, the Lender amounts otherwise owing Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim or demand under this Section 2.5 if the Lender 2.11 shall not have delivered such written notice submit to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event a certificate as to such additional or increased cost or reduction, which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, certificate shall be otherwise disadvantageous to the Lenderconclusive absent manifest error.

Capital Adequacy. IfIf any Lender or the Issuing Lender determines that any Change in Law affecting such Lender or the Issuing Lender or any lending office of such Lender or such Lender’s or the Issuing Lender's holding company, after the Closing Dateif any, the Lender has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 compliance by the Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, requirements has or would have the effect of reducing the rate of return on the such Lender’s or its the Issuing Lender's capital or on the capital of such Lender’s or the Issuing Lender's holding company’s capital , if any, as a consequence of its commitments this Agreement, the Commitments of such Lender or obligations hereunder the Advances made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Lender, to a level below that which the such Lender or its the Issuing Lender or such Lender’s or the Issuing Lender's holding company could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration the such Lender’s or its the Issuing Lender's policies and the policies of such Lender’s or the Issuing Lender's holding company’s policies company with respect to capital adequacy), then, upon notice then from time to time the Borrower will pay to such Lender or the Issuing Lender, as the Borrower shall pay to the Lender case may be, such additional amount or amounts as will compensate the such Lender or its the Issuing Lender or such Lender’s or the Issuing Lender's holding company for any such reductionreduction suffered. Each determination A certificate as to such amounts and detailing the calculation of such amounts submitted to the Borrower by such Lender or the Issuing Lender of amounts owing under this Section shallshall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay such Lender or the Issuing Lender, be conclusive and binding on as the Borrower. Notwithstanding anything contained herein to the contrarycase may be, the Borrower shall not be under amount shown as due on any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower certificate within ninety thirty (9030) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderafter receipt thereof.

Capital Adequacy. If(a) In the event that Agent, after the Closing Date, the Swing Loan Lender has or any Lender shall have determined that the adoption any Applicable Law or effectiveness of any applicable law, rule or regulation guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling Agent, Swing Loan Lender or its holding company any Lender and the office or branch where Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any LIBOR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the [PHI Group] Revolving Credit, Term Loan and Security Agreement force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent, Swing Loan Lender or any Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder (including the making of any Swing Loans) to a level below that which the Agent, Swing Loan Lender or its holding company such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Agent’s, Swing Loan Lender’s or its holding companyand each Lender’s policies with respect to capital adequacy)) by an amount deemed by Agent, Swing Loan Lender or any Lender to be material, then, upon notice from the Lendertime to time, the Borrower Borrowers shall pay upon demand to the Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate the Agent, Swing Loan Lender or its holding company such Lender for such reduction. Each determination by the In determining such amount or amounts, Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of amounts owing under this Section shall3.9 shall be available to Agent, absent manifest error, be conclusive Swing Loan Lender and binding on the Borrower. Notwithstanding anything contained herein each Lender regardless of any possible contention of invalidity or inapplicability with respect to the contraryApplicable Law, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoingrule, the Lender agrees thatregulation, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch guideline or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lendercondition.

Capital Adequacy. If, after the Closing Datedate hereof, the Lender has shall have reasonably determined that either (a) the adoption or effectiveness of any applicable law, rule rule, regulation or regulation guideline of general applicability regarding capital adequacy, or any change therein, 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 (b) compliance by the Lender (or its holding company any lending office of Lender) with any request or directive of general applicability regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Lender’s or its holding company’s 's capital as a consequence of its commitments or Borrower's obligations hereunder to a level below that which the Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender’s or its holding company’s 's policies with respect to capital adequacy)) by an amount reasonably deemed by Lender to be material, thenthen from time to time, upon Lender may notify Borrower, which notice from shall include a calculation and a reference to the Lenderlaw, the rule or regulation. Within 120 days thereafter, Borrower shall either (i) pay to the Lender such additional amount or amounts as will adequately compensate the Lender or its holding company for such reductionreduction effective with the 121st day, or (ii) payoff the Loans. Each Lender will notify Borrower of any such determination by which will entitle Lender to compensation pursuant to this subsection as promptly as practicable (but in any event within 120 days) after Lender obtains actual knowledge of the event or condition prompting Lender to make such determination. A certificate of amounts owing Lender claiming compensation under this Section shalland setting forth the additional amount or amounts to be paid to it hereunder, absent manifest error, be conclusive and binding on together with the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence description of the event manner in which forms the basis for such notice amounts have been calculated, shall be prima facie evidence thereof. In determining such amount, Lender may use any reasonable averaging and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderattribution methods.

Capital Adequacy. If, after If either (a) the Closing Date, introduction of or any change in or in the Lender has determined that the adoption or effectiveness interpretation of any applicable law, rule or regulation regarding capital adequacyor (b) compliance by a Lender with any law, rule or regulation or any change therein, guideline or request from 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 compliance by the Lender or its holding company with any request or directive regarding capital adequacy other governmental authority (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has affects or would have affect the effect amount of reducing capital required or expected to be maintained by a Lender or any corporation controlling such Lender (any event or occurrence in clauses (a) or (b) above being a "Regulatory Modification"), and such Lender reasonably determines that the rate amount of return on such capital is increased by or based upon the existence of such Lender’s 's commitment or its holding company’s capital as a consequence of its Advances hereunder and other commitments or obligations hereunder to a level below that which the advances of such Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender’s or its holding company’s policies with respect to capital adequacy)of this type, then, upon notice from the demand by such Lender, subject to Section 11.9, the Borrower shall immediately pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender with respect to such circumstances (collectively, "Additional Costs"), to the extent that such Lender reasonably determines in good faith such additional amount or increase in capital to be allocable to the existence of such Lender's Commitment hereunder. Notwithstanding the foregoing, any Lender's demand for Additional Costs shall not include any Additional Costs with respect to any period more than 180 days prior to the date that such Lender gives notice to the Borrower of such Additional Costs unless the effective date of the Regulatory Modification which results in the right to receive Additional Costs is retroactive (the "Regulatory Modification Retroactive Effective Date"). If any Regulatory Modification has a Regulatory Modification Retroactive Effective Date and any Lender demands compensation within 180 days after the date setting the Regulatory Modification Retroactive Effective Date (the "Regulatory Modification Set Date"), such Lender shall have the right to receive such Additional Costs from the Regulatory Modification Retroactive Effective Date. If a Lender does not demand such Additional Costs within 180 days after the Regulatory Modification Set Date, such lender may not receive payment of Additional Costs with respect to any period more than 180 days prior to such demand. A certificate as to such amounts as will compensate submitted to the Borrower by a Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section hereunder, shall, absent manifest in the absence of demonstrable error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderall purposes.

Capital Adequacy. If(a) In the event that Agent, after the Closing Date, the Swing Loan Lender has or any Lender shall have determined that the adoption any Applicable Law or effectiveness of any applicable law, rule or regulation guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling Agent , Swing Loan Lender or its holding company any Lender and the office or branch where Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any LIBOR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent, Swing Loan Lender or any Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder (including the making of any Swing Loans) to a level below that which the Agent, Swing Loan Lender or its holding company such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Agent’s, Swing Loan Lender’s or its holding companyand each Lender’s policies with respect to capital adequacy)) by an amount deemed by Agent, Swing Loan Lender or any Lender to be material, then, upon notice from the Lendertime to time, the Borrower Borrowers shall pay upon demand to the Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate the Agent, Swing Loan Lender or its holding company such Lender for such reduction. Each determination by the In determining such amount or amounts, Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of amounts owing under this Section shall3.9 shall be available to Agent, absent manifest error, be conclusive Swing Loan Lender and binding on the Borrower. Notwithstanding anything contained herein each Lender regardless of any possible contention of invalidity or inapplicability with respect to the contraryApplicable Law, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoingrule, the Lender agrees thatregulation, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch guideline or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lendercondition.

Capital Adequacy. IfIf the amount of capital required or expected to be maintained by any Lender or any Issuing Bank or any Person directly or indirectly owning or controlling such Lender or such Issuing Bank (each a “Control Person”), after shall be affected by the Closing Date, the occurrence of a Regulatory Change and such Lender has or such Issuing Bank shall have determined that the adoption such Regulatory Change shall have had or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 compliance by the Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would will thereafter have the effect of reducing the rate of return on the such Lender’s ’s, such Issuing Bank’s, or its holding companysuch Control Person’s capital as a consequence in respect of its commitments the Loans, Revolving Credit Commitment or obligations hereunder Letter of Credit or Swing Line Loan participations made or maintained by such Lender, or of the Reimbursement Obligations owed to such Issuing Bank, in any case to a level below that which the Lender such Lender, such Issuing Bank or its holding company such Control Person could have achieved or would thereafter be able to achieve but for such adoption, effectiveness, change or compliance Regulatory Change (after taking into consideration the account such Lender’s, such Issuing Bank’s or its holding companysuch Control Person’s policies with respect to regarding capital adequacy)) by an amount deemed by such Lender or such Issuing Bank to be material, then, upon notice from the Lenderwithin thirty days after demand by such Lender or such Issuing Bank, without duplication of other payments hereunder, the Borrower shall pay to such Lender, such Issuing Bank or such Control Person, as the Lender case may be, such additional amount or amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) as will shall be sufficient to compensate the Lender such Lender, such Issuing Bank or its holding company such Control Person for such reduction. Each determination by Failure or delay on the Lender part of amounts owing under any Lender, Issuing Bank or Control Person to demand compensation pursuant to this Section shall3.6 shall not constitute a waiver of such Lender’s, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein Issuing Bank’s or Control Person’s right to the contrary, the demand such compensation; provided that Borrower shall not be under required to compensate such Lender, Issuing Bank or Control Person pursuant to this Section 3.6 for any obligation to pay increased costs or reductions incurred more than 90 days prior to the Lender amounts otherwise owing under this Section 2.5 date that such Lender, Issuing Bank or Control Person, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions and of such Lender’s, Issuing Bank’s or Control Person’s intention to claim compensation therefor; provided further that, if the Lender Regulatory Change giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall not have delivered such written notice be extended to include the Borrower within ninety (90) days following the later period of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderretroactive effect thereof.

Capital Adequacy. If(a) In the event that any Lender (for purposes of this Section 3.06, the term “Lender” shall include Agent or any Lender and any corporation or bank controlling Agent or any Lender) shall have determined that any applicable law, rule, regulation or guideline regarding capital adequacy in effect on the Closing Date, or any change therein effected after the Closing Date, the Lender has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency other financial, monetary or other authority, in each case adopted after the Closing Date, charged with the interpretation or administration thereof, or compliance by any Lender and the office or branch where any Lender (as so defined) makes or its holding company maintains any Term Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the any Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder to a level below that which the such Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the each Lender’s or its holding company’s policies with respect to capital adequacy), then, upon notice from the Lendertime to time, the Borrower shall pay upon demand to the such Lender such additional amount or amounts as will compensate the such Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall; provided, absent manifest errorhowever, be conclusive and binding on the Borrower. Notwithstanding that, notwithstanding anything contained herein to the contrary, the Borrower this Section 3.06 shall not be under any obligation deemed to pay apply to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and to The Basel III Accord published by The Basel Committee on Banking Supervision, and to all requests, rules, regulations, guidelines or directives under either of the foregoing or issued in connection therewith, regardless of the date enacted, adopted or issued, even if enacted, adopted or issued before the Closing Date. In determining such amount or amounts, such Lender amounts otherwise owing under this Section 2.5 if the may use any reasonable averaging or attribution methods. Such Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce certify the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous provide a reasonably detailed calculation thereof to Borrower and Agent. Notwithstanding anything to the contrary in this Section 3.06, Loan Parties shall not be required to compensate a Lender pursuant to this Section 3.06 for any amounts incurred more than one hundred eighty (180) days prior to the date that such Lender notifies Borrower of such Lender’s intention to claim compensation therefor; provided, that, if the circumstances giving rise to such claim have a retroactive effect, then such one hundred eighty (180) day period shall be extended to include the period of such retroactive effect. The protection of this Section 3.06 shall be available to each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition.

Capital Adequacy. If, after the Closing Datedate hereof, the Lender has determined that the adoption or effectiveness implementation of any applicable law, rule or regulation regarding capital adequacyadequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency other governmental authority charged with the interpretation or administration thereof, or compliance by the a Revolving Lender (or its holding company parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyother governmental authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would have the effect of reducing the rate of return on the such Revolving Lender’s or its holding company’s 's capital as a consequence of its commitments or obligations hereunder or the transactions contemplated hereby to a level below that which the such Revolving Lender or its holding company could have achieved but for such adoption, effectivenessimplementation, change or compliance (taking into consideration the such Revolving Lender’s or its holding company’s 's policies with respect to capital adequacy) by an amount deemed by such Revolving Lender to be material, then such Revolving Lender shall provide to the Borrower notice of such matter, and from time to time thereafter within ten (10) Business Days after demand by such Revolving Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail), then, upon notice from the Lender, the Borrower shall pay to the such Revolving Lender such additional amount or amounts as will compensate the such Revolving Lender or its holding company for such reduction. Each determination reduction which is incurred by such Revolving Lender after the Lender date of amounts owing such Revolving Lender's notice to the Borrower under this Section shall, absent manifest error, be conclusive and binding on the Borrower8.1. Notwithstanding anything contained herein the preceding sentence, upon Borrower's receipt of such notice from such Revolving Lender, Borrower may provide to the contrary, the Borrower shall not be under any obligation to pay to the such Revolving Lender amounts otherwise owing its notice of prepayment in accordance with Section 2.5 hereof. A certificate of such Revolving Lender claiming compensation under this Section 2.5 if and setting forth the additional amount or amounts to be paid to it hereunder shall be prima facie evidence thereof, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Revolving Lender shall not have delivered such may use any reasonable averaging and attribution methods. Upon receipt of a notice from a Revolving Lender under this section, the Borrower, upon ten (10) days prior written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for Agent, may replace such notice and request for compensation and (ii) the date the Revolving Lender becomes aware of such event. Notwithstanding the foregoing, the with a new Revolving Lender agrees that, before giving any notice seeking that would not require a payment under this section, which replacement Revolving Lender shall purchase the rights and assume the obligations of the replaced Revolving Lender under this Agreement and the other Operative Documents for a price equal to the outstanding principal and accrued but unpaid interest on the Note issued to such replaced Revolving Lender, plus the amount of other fees (including without limitation the commitment fee payable in accordance with Section 2.52.2 (a) of this Agreement), such fees to be pro rated through the purchase and assumption date; provided, however, that such replacement Revolving Lender must be reasonably acceptable to the Agent. Each Revolving Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (consistent with its internal policy and legal and regulatory restrictionsnot, in such Revolving Lender's reasonable judgment, otherwise disadvantageous to such Revolving Lender) to mitigate or avoid, any obligation by the Borrower to pay any amount pursuant to this Section 8.1 (and, if any Revolving Lender has given notice of any such event and thereafter such event ceases to exist, such Revolving Lender shall promptly so notify the Borrower and the Agent). Without limiting the foregoing, each Revolving Lender will designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder funding office if making such designation would will avoid (or reduce the amount of cost to the Borrower of) any event described in the preceding sentence and such reduction in its rate of return on its capital or assets and would designation will not, in the such Revolving Lender's reasonable judgment of the Lenderjudgment, be otherwise disadvantageous to the such Revolving Lender.

Capital Adequacy. If, after the Closing Date, the If any Lender has reasonably determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacyadequacy made after the date hereof, or any change thereintherein made after the date hereof, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof made after the date hereof, or compliance by the such Lender or its holding parent company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agencyagency made after the date hereof, has or would have the effect of reducing the rate of return on the such Lender’s or its holding parent company’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which the such Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender’s or policies of such Lender and its holding company’s policies parent company with respect to capital adequacy), then, upon notice from within 10 Business Days after the LenderBorrower’s receipt of the certificate referred to in the next sentence, the Borrower shall pay to the such Lender such additional amount or amounts as will compensate the such Lender or and its holding parent company for such reduction; provided that no such amounts shall be payable with respect to reduction in rate of return incurred more than three (3) months before such Lender demands compensation under this Section 3.5. A certificate as to the amount of such reduction in rate of return, the good faith basis therefor and setting forth in reasonable detail the calculations used by the applicable Lender to arrive at the amount or amounts claimed to be due, shall be submitted to the Borrower and the Agent. Each determination by the a Lender of amounts owing under this Section shall, absent manifest error, shall be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence rebuttably presumptive evidence of the event which forms the basis matters set forth therein. No demand for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy shall be made unless the Lender shall make comparable demands of other similarly situated borrowers. The provisions of this Section shall survive termination of this Credit Agreement and legal and regulatory restrictions) to designate a different office, branch or Affiliate the payment of the Lender as the office, branch or Affiliate of the Lender having the commitments Loans and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderall other amounts payable hereunder.

Capital Adequacy. IfIf any Participating Lender has determined, after the Closing Datedate hereof, the Lender has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacythe becoming effective of, or any change thereinin, or any change in the interpretation or administration thereof by any Governmental Authority, central bank bank, or comparable agency charged with the interpretation or administration thereofthereof in the interpretation or administration of, any applicable law, rule, or regulation regarding capital adequacy, or compliance by the such Participating Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank bank, or comparable agency, has or would have the effect of increasing such Participating Lender’s cost of maintaining its Commitment or Standby L/C, as the case may be, or making or maintaining any Loans or any Standby L/C, as the case may be, or reducing the rate of return on the such Participating Lender’s capital or its holding company’s capital assets as a consequence of its commitments or obligations hereunder to a level below that which the such Participating Lender or its holding company could have achieved but for such adoption, effectiveness, change change, or compliance (taking into consideration the such Lender’s or its holding company’s policies with respect to capital adequacy), then, upon notice from such Participating Lender to the LenderBorrower, the Borrower shall be obligated to pay to the such Participating Lender such additional amount or amounts as will compensate the such Participating Lender or its holding company for such reductionincreased cost or reduction in amount received. Each determination by the any such Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrowerparties hereto. Notwithstanding anything contained herein The relevant Lender will, upon request, provide a certificate in reasonable detail as to the contrary, the Borrower shall not be under amount of such increased cost or reduction in amount received and method of calculation. Upon any obligation to pay to the Lender amounts otherwise owing Participating Lender’s making a claim for compensation under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of 4.09, (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Participating Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will shall use commercially reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch change the jurisdiction of its lending office or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments assign its rights and obligations hereunder to another of the Lender hereunder if making such designation would avoid its offices, branches or affiliates so as to eliminate or reduce any such additional payment by the amount of Borrower which may thereafter accrue, if such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be change is not otherwise disadvantageous to such Lender, and (ii) the LenderBorrower may replace such Lender in accordance with Section 4.12.

Capital Adequacy. IfIf any Lender or Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company, after the Closing Dateif any, the Lender has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 compliance by the Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyliquidity requirements, has or would have the effect of reducing the rate of return on the such Lender’s (or its holding company’s parent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which the such Lender (or its holding company parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s (or its holding company’s parent corporation’s) policies with respect to capital adequacy), then, upon notice from such Lender, accompanied by a statement in reasonable detail showing the Lendercalculation of the amount demanded, the Borrower shall pay to the such Lender such additional amount or amounts as will compensate the such Lender or its holding company for such reduction. Each determination by the any such Lender of amounts owing under this Section 4.2 shall, absent manifest demonstrable error, be conclusive and binding on the Borrowerparties hereto. Notwithstanding anything contained herein This Section shall survive termination of this Agreement and the other Credit Documents and payment of the Loans and all other amounts payable hereunder. Failure or delay on the part of any Lender to the contrary, demand compensation pursuant to this Section 4.2 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be under required to compensate such Lender pursuant to this Section for any obligation to pay increased costs or reductions incurred more than 90 days prior to the date that such Lender amounts otherwise owing notifies the Borrower of the change in or in the interpretation of law or regulation giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the change in or in the interpretation of law or regulation giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof. Notwithstanding anything to the contrary, any claim for compensation made by a Lender under this Section 2.5 if 4.2 shall certify that such claim is generally consistent with such Lender’s treatment of customers of such Lender that such Lender considers, in its reasonable discretion, to be similarly situated as the Borrower under comparable credit facilities; provided that such Lender shall not have delivered such written notice be required to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving disclose any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch confidential or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderproprietary information therein.

Capital Adequacy. IfIf any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law regarding capital or liquidity requirements, in each instance, after the Closing Date, the Lender has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change after the Closing Date in the interpretation interpretation, administration or administration application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation interpretation, administration or administration application thereof, or the compliance by the any Lender or its holding company any Person controlling such Lender with any request request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of lawLaw) of any such Governmental Authority, central bank or comparable agencyagency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on the such Lender’s or its holding companysuch controlling Person’s capital as a consequence of its commitments or such Lender’s obligations hereunder to a level below that which the such Lender or its holding company such controlling Person could have achieved but for such adoption, effectivenesstaking effect, change change, interpretation, administration, application or compliance (taking into consideration the such Lender’s or its holding companysuch controlling Person’s policies with respect to capital adequacyadequacy or liquidity) then from time to time, within fifteen (15) days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), then, upon notice from the Lender, the Borrower shall promptly pay to the such Lender such additional amount or amounts as will compensate the such Lender or its holding company such controlling Person for such reduction. Each determination by , so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender of amounts owing under this Section shallfirst made demand therefor; provided that, absent manifest errorif such adoption, taking effect or change is given retroactive effect, then the 180-day period referred to above shall be conclusive and binding on extended to include the Borrowerretroactive effect thereof. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (ix) the date of occurrence Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in law”, regardless of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoingenacted, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch adopted or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderissued.

Capital Adequacy. If, If after the Closing Date, the date hereof any Lender has determined determines that (a) the adoption of or effectiveness of change in any applicable law, rule rule, regulation or regulation guideline regarding capital adequacyor liquidity (including, without limitation, on account of Basel III) requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, or (b) compliance by the such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency), has or would have the effect of reducing the rate of return on the such Lender’s or its such holding company’s capital as a consequence of its commitments such Lender’s commitment to make Loans or obligations participate in Letters of Credit hereunder to a level below that which the such Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s or its such holding company’s then existing policies with respect to capital adequacy)adequacy or liquidity position and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, thenthen such Lender may notify the Borrower thereof. The Borrower agrees to pay to such Lender the amount of such reduction in the return on capital as and when such reduction is determined, upon notice from presentation by such Lender of a statement of the amount setting forth the Lender’s calculation thereof. In determining such amount, such Lender may use any reasonable averaging and attribution methods generally applied by such Lender. The Borrower’s obligations under this §4.10 shall survive the resignation or replacement of the Agent or any assignment of rights, by or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all of the Obligations and the Hedge Obligations. Notwithstanding the foregoing, the Borrower shall pay not be required to compensate any Lender pursuant to this §4.10 for any such amounts incurred more than 180 days prior to the Lender date of such additional amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the BorrowerLender’s demand. Notwithstanding anything contained herein to the contrary, the Borrower Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules guidelines or directives thereunder or issued in connection therewith and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall not in each case be under any obligation deemed to pay to be a change in law, rule, regulation or guidelines or the Lender amounts otherwise owing under interpretation thereof for the purposes of this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later regardless of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoingenacted, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch adopted or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderissued.

Capital Adequacy. If, after In the Closing Date, the Lender has determined event that the adoption a Regulatory Change does or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 compliance by the Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would shall have the effect of reducing the rate of return on the such Lender’s or its holding company’s 's capital as a consequence of its commitments or obligations hereunder to a level below that which the such Lender or its holding company could would have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s or its holding company’s 's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, ten (10) days after submission by such Lender to the Borrower (with a copy to the Agent) of a written request therefor, together with a certificate (which shall be conclusive absent manifest error), thensetting forth the calculations evidencing such requested additional amount, upon notice and the law or regulation with respect thereto and certifying that such request is consistent with such Lender's treatment of other similar customers having similar provisions generally in their agreements with such Lender, and that such request is being made on the basis of a reasonable allocation of the costs resulting from the Lendersuch law or regulation, the Borrower shall pay to the such Lender such additional amount or amounts as will compensate the such Lender or its holding company for such reduction. Each determination by Allocations shall not be deemed reasonable unless made ratably, to the extent practicable, to all affected assets, commitments, activities or other relevant aspects of such Lender's business, whether or not the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borroweris entitled to compensation with respect thereto. Notwithstanding anything contained herein to the contraryforegoing, the Borrower shall only be obligated to compensate such Lender for any amount under this subsection arising or occurring during (i) in the case of each such request for compensation, any time or period commencing not be under any obligation to pay more than ninety (90) days prior to the date on which such Lender amounts otherwise owing submits such request and (ii) any other time or period during which, because of the unannounced retroactive application of such law, regulation, interpretation, request or directive, such Lender could not have known that the resulting reduction in return might arise. Each Lender will notify the Borrower that it is entitled to compensation pursuant to this subsection as promptly as practicable after it determines to request such compensation; provided, however, that the failure to provide such notice shall not restrict the ability of such Lender to be reimbursed under this Section 2.5 if 2.12 except as provided in clause (i) above. In the Lender shall not have delivered such written notice to event the Borrower shall be required to make any payment or reimbursement or to compensate the Issuing Bank or any Lender under this Section 2.12, so long as no Default has occurred and is continuing, the Borrower shall be free, at any time within ninety (90) days following after the later receipt of (i) the date of occurrence of the event which forms the basis for such notice and a request for compensation and (ii) hereunder by the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving Issuing Bank or any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous as applicable, to replace the Issuing Bank or any such Lender, as applicable, with another major international bank reasonably acceptable to the LenderAdministrative Agent.

Capital Adequacy. If, after the Closing Date, the If any Lender has determined that the adoption or effectiveness effectiveness, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change thereintherein (after the date hereof), 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 compliance by the such Lender (or its holding company parent corporation) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the such Lender’s (or its holding company’s parent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which the such Lender (or its holding company parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s (or its holding company’s parent corporation’s) policies with respect to capital adequacy), then, upon notice from such Lender, accompanied by a statement in reasonable detail showing the Lendercalculation of the amount demanded, the Borrower shall pay to the such Lender such additional amount or amounts as will compensate the such Lender or its holding company for such reduction. Each determination by the any such Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the Borrowerparties hereto. Notwithstanding anything contained herein This Section shall survive termination of this Credit Agreement and the other Credit Documents and payment of the Loans and all other amounts payable hereunder. Failure or delay on the part of any Lender to the contrary, demand compensation pursuant to this Section 4.2 shall not constitute a waiver of such Lender's right to demand such compensation; provided that the Borrower shall not be under required to compensate such Lender pursuant to this Section for any obligation to pay increased costs or reductions incurred more than 90 days prior to the date that such Lender amounts otherwise owing under this Section 2.5 notifies the Borrower of the change in or in the interpretation of law or regulation giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor; provided further that, if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch change in or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment interpretation of law or regulation giving rise to such increased costs or reductions is retroactive, then the Lender, 90-day period referred to above shall be otherwise disadvantageous extended to include the Lenderperiod of retroactive effect thereof.

Capital Adequacy. If, If after the Closing Agreement Date, any Lender or Issuing Bank (or any affiliate of the Lender has foregoing) shall have reasonably determined that the adoption or effectiveness of any applicable law, rule governmental rule, regulation or regulation order regarding the capital adequacyadequacy of banks or bank holding companies, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the such Lender or its holding company Issuing Bank (or any affiliate of the foregoing) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agencyagency (but only if such adoption, change, request or directive occurs after the Agreement Date), has or would have the effect of reducing the rate of return on such Lender's or Issuing Bank's (or any affiliate of the Lender’s or its holding company’s foregoing) capital as a consequence of its commitments such Lender's or Issuing Bank's Commitment or obligations hereunder to a level below that which the Lender or its holding company it could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's or Issuing Bank's (or any affiliate of the Lender’s or its holding company’s foregoing) policies with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that such Lender's or Issuing Bank's (or any affiliate of the foregoing) capital was fully utilized prior to such adoption, change or compliance), then, promptly upon notice from the Lenderdemand by such Lender or Issuing Bank, the Borrower Borrowers shall immediately pay to the such Lender or Issuing Bank such additional amount or amounts as will shall be sufficient to compensate the such Lender or its holding company Issuing Bank for any such reductionreduction actually suffered; provided, however, that there shall be no duplication of amounts paid to a Lender pursuant to this sentence and Section 12.3 hereof. Each determination A certificate of such Lender or Issuing Bank setting forth the amount to be paid to such Lender or Issuing Bank by the Lender Borrowers as a result of amounts owing under any event referred to in this Section paragraph shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderconclusive.

Capital Adequacy. IfIf the amount of capital or liquidity required or expected to be maintained by any Lender or any Issuing Bank or any Person directly or indirectly owning or controlling such Lender or such Issuing Bank (each a “Control Person”), after shall be affected by the Closing Date, the occurrence of a Regulatory Change and such Lender has or such Issuing Bank shall have determined that the adoption such Regulatory Change shall have had or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 compliance by the Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would will thereafter have the effect of reducing the rate of return on the such Lender’s ’s, such Issuing Bank’s, or its holding companysuch Control Person’s capital as a consequence in respect of its commitments the Loans, Revolving Credit Commitment or obligations hereunder Letter of Credit or Swing Line Loan participations made or maintained by such Lender, or of the Reimbursement Obligations owed to such Issuing Bank, in any case to a level below that which the Lender such Lender, such Issuing Bank or its holding company such Control Person could have achieved or would thereafter be able to achieve but for such adoption, effectiveness, change or compliance Regulatory Change (after taking into consideration the account such Lender’s, such Issuing Bank’s or its holding companysuch Control Person’s policies with respect to regarding capital adequacy)) by an amount deemed by such Lender or such Issuing Bank to be material, then, upon notice from the Lenderwithin thirty days after demand by such Lender or such Issuing Bank, without duplication of other payments hereunder, the Borrower shall pay to such Lender, such Issuing Bank or such Control Person, as the Lender case may be, such additional amount or amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) as will shall be sufficient to compensate the Lender such Lender, such Issuing Bank or its holding company such Control Person for such reduction. Each determination by Failure or delay on the Lender part of amounts owing under any Lender, Issuing Bank or Control Person to demand compensation pursuant to this Section shall3.6 shall not constitute a waiver of such Lender’s, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein Issuing Bank’s or Control Person’s right to the contrary, the demand such compensation; provided that Borrower shall not be under required to compensate such Lender, Issuing Bank or Control Person pursuant to this Section 3.6 for any obligation to pay increased costs or reductions incurred more than 90 days prior to the Lender amounts otherwise owing under this Section 2.5 date that such Lender, Issuing Bank or Control Person, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions and of such Lender’s, Issuing Bank’s or Control Person’s intention to claim compensation therefor; provided further that, if the Lender Regulatory Change giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall not have delivered such written notice be extended to include the Borrower within ninety (90) days following the later period of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderretroactive effect thereof.

Capital Adequacy. If, after the Closing Datedate hereof, the Lender has determined reasonably determines that (a) the adoption of or effectiveness of change in any applicable law, rule rule, regulation or regulation guidelines regarding capital adequacy, requirements for banks or any change thereinbank holding companies, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, or (b) compliance by the Lender or its parent bank holding company with any request guideline, request, or directive of any such entity regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority), central bank or comparable agency, has or would have the effect of reducing the rate of return on the Lender’s or its such holding company’s capital as a consequence of its the Lender’s commitments or obligations hereunder to a level below that which the Lender or its such holding company could have achieved but for such adoption, effectivenesschange, change or compliance (taking into consideration the Lender’s or its such holding company’s then existing policies with respect to capital adequacy)adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by Lender to be material, thenthen Lender may notify Borrowers thereof, upon notice from so long as such amounts have accrued on or after the Lender, the Borrower shall pay day which is 180 days prior to the date on which Lender first made demand therefor; provided, that if the event giving rise to such additional amount costs or amounts as will compensate reductions has retroactive effect, such 180 day period shall be extended to include the Lender or its holding company for period of retroactive effect. Following receipt of such reduction. Each determination by the Lender of amounts owing under this Section shallnotice, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation Borrowers agree to pay to Lender on demand the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered amount of such written notice to the Borrower reduction of return of capital as and when such reduction is determined, payable within ninety (90) days following after presentation by Lender of a statement in the later of amount and setting forth in reasonable detail Lender’s calculation thereof and the assumption upon which such calculation was based (iwhich statement shall be deemed true and correct absent manifest error). In determining such amount, Lender may use any reasonable averaging and attribution methods. Any rules, regulations, policies, guidelines, directives or similar requirements adopted, promulgated or implemented in connection with (a) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (b) the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or any United States Governmental Authority, in each case pursuant to Basel III, shall in all events are deemed to have been imposed, introduced and adopted after the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the LenderAgreement.

Capital Adequacy. If(a) In the event that any Lender (for purposes of this Section 3.8, the term “Lender” shall include Agent or any Lender and any corporation or bank controlling Agent or any Lender) shall have determined that any applicable law, rule, regulation or guideline regarding capital adequacy in effect on the Closing Date, or any change therein effected after the Closing Date, the Lender has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency other financial, monetary or other authority, in each case adopted after the Closing Date, charged with the interpretation or administration thereof, or compliance by any Lender and the office or branch where any Lender (as so defined) makes or its holding company maintains any LIBOR Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the any Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder to a level below that which the such Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the each Lender’s or its holding company’s policies with respect to capital adequacy), then, upon notice from the Lendertime to time, the Borrower Borrowers shall pay upon demand to the such Lender such additional amount or amounts as will compensate the such Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall; provided, absent manifest errorhowever, be conclusive and binding on the Borrower. Notwithstanding that, notwithstanding anything contained herein to the contrary, the Borrower this Section 3.8 shall not be under any obligation deemed to pay apply to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and to The Basel III Accord published by The Basel Committee on Banking Supervision, and to all requests, rules, regulations, guidelines or directives under either of the foregoing or issued in connection therewith, regardless of the date enacted, adopted or issued, even if enacted, adopted or issued before the Closing Date. In determining such amount or amounts, such Lender amounts otherwise owing under this Section 2.5 if the may use any reasonable averaging or attribution methods. Such Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce certify the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous provide a reasonably detailed calculation thereof to Administrative Borrower and Agent. Notwithstanding anything to the contrary in this Section 3.8, Loan Parties shall not be required to compensate a Lender pursuant to this Section 3.8 for any amounts incurred more than one hundred eighty (180) days prior to the date that such Lender notifies Administrative Borrower of such Lender’s intention to claim compensation therefor; provided, that, if the circumstances giving rise to such claim have a retroactive effect, then such one hundred eighty (180) day period shall be extended to include the period of such retroactive effect. The protection of this Section 3.8 shall be available to each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition.

Capital Adequacy. If, If after the Closing Date, the date hereof any Lender has determined determines that (a) the adoption of or effectiveness of change in any applicable law, rule rule, regulation or regulation guideline regarding capital adequacyor liquidity (including, without limitation, on account of Basel III) ratios or any change therein, requirements for banks or bank holding companies or any change in the interpretation or administration application thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, or (b) compliance by the such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy or liquidity ratios or requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency), has or would have the effect of reducing the rate of return on the such Lender’s or its such holding company’s capital as a consequence of its commitments such Lender’s commitment to make Loans or obligations participate in Letters of Credit hereunder to a level below that which the such Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s or its such holding company’s then existing policies with respect to capital adequacy)adequacy or liquidity position and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, thenthen such Lender may notify the Borrower thereof. The Borrower agrees to pay to such Lender the amount of such reduction in the return on capital as and when such reduction is determined, upon notice from presentation by such Lender of a statement of the amount setting forth the Lender’s calculation thereof. In determining such amount, such Lender may use any reasonable averaging and attribution methods generally applied by such Lender. The Borrower’s obligations under this §4.10 shall survive the resignation or replacement of the Agent or any assignment of rights, by or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all of the Obligations and the Hedge Obligations. Notwithstanding the foregoing, the Borrower shall pay not be required to compensate any Lender pursuant to this §4.10 for any such amounts incurred more than 180 days prior to the Lender date of such additional amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the BorrowerLender’s demand. Notwithstanding anything contained herein to the contrary, the Borrower Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules guidelines or directives thereunder or issued in connection therewith and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall not in each case be under any obligation deemed to pay to be a change in law, rule, regulation or guidelines or the Lender amounts otherwise owing under interpretation thereof for the purposes of this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later regardless of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoingenacted, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch adopted or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderissued.

Capital Adequacy. If, after the Closing Datedate hereof, the any Lender has shall have determined that either (i) the adoption or effectiveness implementation of any applicable law, rule rule, regulation or regulation guideline of general applicability regarding capital adequacy, or any change therein, 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 (ii) compliance by the such Lender (or its holding company any lending office of such Lender) with any request or directive of general applicability regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the such Lender’s or its holding company’s 's capital as a consequence of its commitments or Borrower's obligations hereunder to a level below that which the such Lender or its holding company could have achieved but for such adoption, effectivenessimplementation, change or compliance (taking into consideration the such Lender’s or its holding company’s 's policies with respect to capital adequacy)) by an amount deemed by such Lender to be material, thenthen from time to time, upon notice from the within ten (10) days after demand by such Lender, which demands shall include a calculation and a reference to the applicable law, rule or regulation, Borrower shall pay to the such Lender such additional amount or of amounts as will adequately compensate the such Lender or its holding company for such reduction. Each determination by the Such Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use good faith and reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder lending office for such Lender's Advances if making such designation would will avoid the need for, or reduce the amount of of, such reduction in its rate of return on its capital or assets compensation and would will not, in the reasonable judgment sole opinion of the such Lender, be otherwise disadvantageous to such Lender. Each Lender shall notify the LenderAgent and the Borrower of any event occurring after the date of this Agreement entitling such Lender to compensation under this Section 9.7 within 45 days, after such Lender obtains actual knowledge thereof; provided that if any Lender fails to give such notice within 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 9.7 in respect of any costs resulting from such event, only be entitled to payment for costs incurred from and after the date 45 days prior to the date that such Lender gives such notice. A certificate of such Lender claiming compensation under this Section 9.7 and setting forth the additional amount of amounts to be paid to it hereunder, together with the description of the manner in which such amounts have been calculated, shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Capital Adequacy. If, If after the Closing Date, date hereof any Lender or the Lender has determined Administrative Agent determines that (a) the adoption of or effectiveness of change in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any Governmental Authority, central bank a court or comparable agency charged governmental authority with the interpretation or administration thereofappropriate jurisdiction, or (b) compliance by the such Lender or its holding company Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on such Lender's or the Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder Administrative Agent's commitment with respect to any Loans to a level below that which the such Lender or its holding company the Administrative Agent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's or the Lender’s or its holding company’s Administrative Agent's then existing policies with respect to capital adequacy), then, upon notice from the Lender, the Borrower shall pay to the Lender adequacy and assuming full utilization of such additional entity's capital) by any amount or amounts as will compensate the deemed by such Lender or its holding company for such reduction. Each determination by (as the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (icase may be) the date of occurrence of Administrative Agent to be material, then such Lender or the event which forms Administrative Agent may notify the basis for such notice and request for compensation and (ii) the date the Lender becomes aware applicable Borrower of such eventfact. Notwithstanding To the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce extent that the amount of such reduction in its rate of the return on its capital is based on the Commitment, or assets the Loans and would notis not reflected in the interest or fees payable by the US Borrower or the Canadian Borrower (as the case may be), such Borrower and such Lender shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which such Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Lender in light of these circumstances. If such Borrower and such Lender are unable to agree to such adjustment within thirty (30) days of the date on which such Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in the such Lender's reasonable judgment of the Lenderdetermination, be otherwise disadvantageous to the Lenderprovide adequate compensation. Each Lender shall allocate such cost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. If, If after the Closing Date, the date hereof any Lender has determined (or any Issuing Lender) determines that the adoption or effectiveness (a) as a result of any applicable law, rule or regulation regarding capital adequacya Change in Law, or any change therein, 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 (b) compliance by the such Lender (or Issuing Lender) or its parent bank holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank entity regarding liquidity or comparable agencycapital adequacy, has or would have the effect of reducing the rate of return on the such Lender’s (or its Issuing Lender’s) or such holding company’s capital as a consequence of such Lender’s commitment to make Loans or participate in Letters of Credit hereunder (or for such Issuing Lender to issue its commitments or obligations hereunder Letters of Credit), to a level below that which the such Lender (or its Issuing Lender) or holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s (or its Issuing Lender’s) or such holding company’s then existing policies with respect to capital adequacy)adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender (or Issuing Lender) to be material, then, upon notice from then such Lender (or Issuing Lender) may notify the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender or its holding company for such reductionBorrowers thereof. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation The Borrowers agree to pay to the such Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90or Issuing Lender) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of the return on its capital as and when such reduction is reasonably determined, upon presentation by such Lender (or assets and would not, in the reasonable judgment Issuing Lender) of a statement of the amount setting forth such Lender’s (or Issuing Lender’s) calculation thereof. In determining such amount, be otherwise disadvantageous to the such Lender (or Issuing Lender) may use any reasonable averaging and attribution methods generally applied by such Lender (or Issuing Lender).

Capital Adequacy. If, after If either (a) the Closing Date, introduction of or any change in or in the Lender has determined that the adoption or effectiveness interpretation of any applicable law, rule or regulation regarding capital adequacyor (b) compliance by a Lender with any law, rule or regulation or any change therein, guideline or request from 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 compliance by the Lender or its holding company with any request or directive regarding capital adequacy other governmental authority (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has affects or would have affect the effect amount of reducing capital required or expected to be maintained by a Lender or any corporation controlling such Lender, and such Lender determines that the rate amount of return on such capital is increased by or based upon the Lender’s existence of such Xxxxxx's Commitment or its holding company’s capital as a consequence of its Advances hereunder and other commitments or obligations hereunder to a level below that which the advances of such Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender’s or its holding company’s policies with respect to capital adequacy)of this type, then, upon notice from the demand by such Lender, subject to Section 10.9, the Borrower shall immediately pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender with respect to such circumstances (collectively, "Additional Costs"), to the extent that such Lender reasonably determines in good faith such additional amount or increase in capital to be allocable to the existence of such Xxxxxx's Commitment hereunder. Notwithstanding the foregoing, any Lender's demand for Additional Costs shall not include any Additional Costs with respect to any period more than 180 days prior to the date that such Lender gives notice to the Borrower of such Additional Costs unless the effective date of the Regulatory Modification which results in the right to receive Additional Costs is retroactive (the "Regulatory Modification Retroactive Effective Date"). If any Regulatory Modification has a Regulatory Modification Retroactive Effective Date and any Lender demands compensation within 180 days after the date setting the Regulatory Modification Retroactive Effective Date (the "Regulatory Modification Set Date"), such Lender shall have the right to receive such Additional Costs from the Regulatory Modification Retroactive Effective Date. If a Lender does not demand such Additional Costs within 180 days after the Regulatory Modification Set Date, such Lender may not receive payment of Additional Costs with respect to any period more than 180 days prior to such demand. A certificate as to such amounts as will compensate submitted to the Borrower by a Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section hereunder, shall, absent in the absence of manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderall purposes.

Capital Adequacy. IfIn the event that CIT (or any financial institution that purchases from CIT a participation in the loans made by CIT to the Company hereunder), after subsequent to the Closing Date, determines in the Lender has determined exercise of its reasonable business judgment that the adoption or effectiveness of (x) any change in applicable law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein, or (y) 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 (z) compliance by the Lender CIT or its holding company such financial institution with any new request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyother governmental or regulatory authority, has or would have the effect of reducing the rate of return on the Lender’s CIT's or its holding company’s such financial institution's capital as a consequence of its commitments or obligations hereunder to a level below that which the Lender CIT or its holding company such financial institution could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender’s CIT's or its holding company’s such financial institution's policies with respect to capital adequacy), then, upon notice from ) by an amount deemed material by CIT or such financial institution in the Lenderexercise of their reasonable business judgment, the Borrower shall Company agrees to pay to the Lender CIT, no later than five (5) days following demand by CIT, such additional amount or amounts as will compensate the Lender CIT or its holding company such financial institution for such reductionreduction in rate of return. Each determination by the Lender In determining such amount or amounts, CIT and such financial institution may use any reasonable averaging or attribution methods. The protection of amounts owing under this Section shall8.9 shall be available to CIT and such financial institution regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, absent manifest errorregulation or condition. A certificate of CIT or such financial institution setting forth such amount or amounts as shall be necessary to compensate CIT or such financial institution with respect to this Section 8.9 and the calculation thereof, when delivered to the Company, shall be conclusive and binding on the BorrowerCompany absent manifest error. Notwithstanding anything contained herein In the event CIT or such financial institution exercises its rights pursuant to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if 8.9, and subsequent thereto determines that the Lender shall not have delivered such written notice to amounts paid by the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce Company exceeded the amount of which CIT or such financial institution actually required to compensate CIT or such financial institution for any reduction in its rate of return on its capital or assets and would notcapital, in the reasonable judgment of the Lender, such excess shall be otherwise disadvantageous returned to the LenderCompany by CIT or such financial institution, as the case may be.

Capital Adequacy. If, after the Closing Datedate hereof, the any Credit Facility Lender has (or any Affiliate of any Credit Facility Lender) shall have reasonably determined that the adoption or effectiveness of any applicable lawApplicable Law, rule governmental rule, regulation or regulation order regarding the capital adequacyadequacy of banks or bank holding companies, or any change therein, 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 compliance by the any Credit Facility Lender (or its holding company any Affiliate of any Credit Facility Lender) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of Credit Facility Lender (or any Affiliate of Credit Facility Lender’s or its holding company’s capital ) as a consequence of its commitments or any of such Credit Facility Lender’s obligations hereunder to a level below that which the Lender or its holding company it could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the policies of any Credit Facility Lender (or Affiliate of any Credit Facility Lender’s or its holding company’s policies ) with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that the capital of such Credit Facility Lender (or Affiliate of such Credit Facility Lender) was fully utilized prior to such adoption, change or compliance), then, upon notice from the demand by such Credit Facility Lender, the Borrower shall immediately pay to the Lender such lender such additional amount or amounts as will shall be sufficient to compensate such lender for any such reduction actually suffered; provided that there shall be no duplication of amounts paid to any Credit Facility Lender pursuant to this sentence and Section 15.1. For purposes of this Section 15.2, a change in Applicable Law, governmental rule, regulation or order shall include, without limitation, (x) any change made or which becomes effective on the Lender basis of a law, treaty, rule, regulation, interpretation administration or its holding company for such reduction. Each determination implementation then in force, the effective date of which change is delayed by the Lender terms of amounts owing under such law, treaty, rule, regulation, interpretation, administration or implementation, (y) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (Pub. L. 111-203, H.R. 4173) and all requests, rules, regulations, guidelines, interpretations or directives promulgated thereunder or issued in connection therewith, regardless of the date enacted, adopted, issued or promulgated, whether before or after the Closing Date and (z) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, regardless of the date enacted, adopted, issued or promulgated, whether before or after the Closing Date. Such Credit Facility Xxxxxx’s determination of the amount to be paid to such lender by Xxxxxxxx as a result of SMRH:4838-5569-6023.10 -136- Xxxxxx Lease Finance Corporation Fourth Amended and Restated Credit Agreement any event referred to in this Section 15.2 shall, absent manifest error, be deemed final, binding and conclusive and binding on the upon Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender.15.3

Capital Adequacy. If, If after the Closing Datedate hereof any Lender or the Administrative Agent determines that any Change in Law affecting such Lender or the L/C Issuer or any lending office of such Lender or such Lender’s or the L/C Issuer’s holding company, the Lender has determined that the adoption or effectiveness of any applicable lawif any, rule or regulation regarding capital adequacy, requirements or any change therein, 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 compliance by the Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Lender’s Administrative Agent's commitment with respect to any Revolving Credit Loans, Letters of Credit or its holding company’s capital as a consequence of its commitments or obligations any other amounts hereunder to a level below that which the such Lender or its holding company the Administrative Agent could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Lender's or the Lender’s or its holding company’s Administrative Agent's then existing policies with respect to capital adequacy), then, upon notice from the Lender, the Borrower shall pay to the Lender adequacy and assuming full utilization of such additional entity's capital) by any amount or amounts as will compensate the deemed by such Lender or its holding company for such reduction. Each determination by (as the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (icase may be) the date of occurrence of Administrative Agent to be material, then such Lender or the event which forms Administrative Agent may notify the basis for such notice and request for compensation and (ii) the date the Lender becomes aware Borrowers of such eventfact. Notwithstanding To the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce extent that the amount of such reduction in its rate of the return on its capital or assets is not reflected in the Base Rate, the Borrowers and would notsuch Lender shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrowers receive such notice, an adjustment payable hereunder that will adequately compensate such Lender in light of these circumstances. If the Borrowers and such Lender are unable to agree to such adjustment within thirty (30) days of the date on which the Borrowers receive such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in the such Lender's reasonable judgment of the Lenderdetermination, be otherwise disadvantageous to the Lenderprovide adequate compensation. Each Lender shall allocate such cost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. IfIf any Lender or the Issuing Bank determines that any Change in Law affecting such Lender or the Issuing Bank or any Lending Office of such Lender or such Lender’s or the Issuing Bank’s holding company, after the Closing Dateif any, the Lender has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 compliance by the Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyliquidity requirements, has or would have the effect of reducing the rate of return on the such Lender’s or its the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company’s capital , if any, as a consequence of its commitments this Agreement, the Commitment of such Lender or obligations hereunder the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which the such Lender or its the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration the such Lender’s or its holding companythe Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacyadequacy and liquidity), then, then from time to time upon notice from the Lender, written request of such Lender or such Issuing Bank the Borrower shall promptly pay to such Lender or the Lender Issuing Bank, as the case may be, such additional amount or amounts as will compensate the such Lender or its the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such eventreduction suffered. Notwithstanding the foregoing, the Borrower shall only be obligated to compensate such Lender agrees that, before giving or the Issuing Bank for any notice seeking a payment amount under this Section 2.5arising or occurring during (i) in the case of each such request for compensation, it will use reasonable efforts any time or period commencing not more than ninety (consistent with its internal policy 90) days prior to the date on which such Lender or the Issuing Bank submits such request and legal and regulatory restrictions(ii) to designate a different officeany other time or period during which, branch or Affiliate because of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount unannounced retroactive application of such law, regulation, interpretation, request or directive, such Lender or Issuing Bank could not reasonably have known that the resulting reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lendermight arise.

Capital Adequacy. IfIf any Lender shall determine that the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the Closing Date, the Lender has determined that the adoption or effectiveness date hereof of any other applicable law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein, or any change in the foregoing or in the enforcement, interpretation or administration thereof by any Governmental Authority, central bank or comparable agency Authority charged with the enforcement, interpretation or administration thereof, or compliance by the such Lender or its holding company any Person controlling such Lender (a "Parent") with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Lender’s capital of such Lender or its holding company’s capital Parent as a consequence of its commitments or such Lender's obligations hereunder to a level below that which the such Lender (or its holding company Parent) could have achieved but for such applicability, adoption, effectiveness, change or compliance (taking into consideration the Lender’s policies of such Lender (or its holding company’s policies Parent) with respect to capital adequacy)) by an amount reasonably deemed by such Lender to be material, thenthen from time to time, upon notice from the within ten (10) Banking Days after demand by such Lender, the Borrower Borrowers shall pay to the such Lender such additional amount or amounts as will compensate the such Lender or its holding company for such reductionreduction in the rate of return, together with interest on each such amount from the thirtieth day after such demand until payment in full thereof (as well after as before judgment) at the Post-Default Rate. Each determination by the Lender A statement of amounts owing such Lender, in reasonable detail, claiming compensation under this Section shall, 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, be conclusive ; provided that the determination thereof is made on a reasonable basis and binding on provided further that the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower Borrowers shall not be under obligated to compensate any obligation to pay Lender for any such reduction occurring more than 90 days prior to the Lender amounts otherwise owing under this Section 2.5 if time the Lender shall not have delivered such written notice to first notifies the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware Borrowers of such eventadoption, implementation, charge or compliance, and provided further that in administering this Section. Notwithstanding the foregoingIn determining such amount, the such Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will shall use reasonable efforts (consistent with its internal policy averaging and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender.attribution methods. -11-

Capital Adequacy. IfIn the event that Administrative Agent, after the Closing Date, the Swing Loan Lender has or any Lender shall have determined that the adoption any Applicable Law or effectiveness of any applicable law, rule or regulation guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Administrative Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Administrative Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling Administrative Agent, Swing Loan Lender or its holding company any Lender and the office or branch where Administrative Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any LIBOR Rate Loans or LIBOR Rate Index Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Administrative Agent, Swing Loan Lender or any Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder (including the making of any Swing Loans) to a level below that which the such Administrative Agent, Swing Loan Lender or its holding company such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Administrative Agent’s, Swing Loan Lender’s or its holding companyand each Lender’s policies with respect to capital adequacy)) by an amount deemed by Administrative Agent, Swing Loan Lender or any Lender to be material, then, upon notice from the Lendertime to time, the Borrower Borrowers shall pay upon demand to the such Administrative Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate the such Administrative Agent, Swing Loan Lender or its holding company such Lender for such reduction. Each determination by the In determining such amount or amounts, such Administrative Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of amounts owing under this Section shall3.9 shall be available to the Administrative Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, rule, regulation, guideline or condition. A certificate of such Administrative Agent, Swing Loan Lender or such Lender setting forth such amount or amounts as shall be necessary to compensate such Administrative Agent , Swing Loan Lender or such Lender with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender.

Capital Adequacy. If, after the Closing Date, If the Lender has determined shall reasonably determine that the application or adoption or effectiveness of any applicable law, rule rule, regulation, directive, interpretation, treaty or regulation guideline regarding capital adequacy, or any change therein, therein 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 compliance by the Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of law) , increases the amount of capital required or expected to be maintained by the Lender or any Person controlling the Lender, and such Governmental Authority, central bank or comparable agency, has or would have increase is based upon the effect existence of reducing the rate of return on the Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder and other commitments of this type, then from time to a level below that which the Lender or its holding company could have achieved but for such adoptiontime, effectiveness, change or compliance (taking into consideration the Lender’s or its holding company’s policies with respect to capital adequacy), then, upon notice within ten days after demand from the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender or its holding company such controlling Person, as the case may be, for such reductionincreased capital requirement. Each The determination of any amount to be paid by the Lender of amounts owing Borrower under this Section shallshall take into consideration the policies of the Lender or any Person controlling the Lender with respect to capital adequacy and shall be based upon any reasonable averaging, absent attribution and allocation methods. A certificate of the Lender setting forth in reasonable detail the amount or amounts (and the basis for the calculation of such amounts) as shall be necessary to compensate the Lender as specified in this Section 2.6 shall be delivered to Borrower and shall be conclusive in the absence of manifest error, be conclusive and binding . Failure or delay on the Borrower. Notwithstanding anything contained herein part of the Lender to demand compensation pursuant to this Section shall not constitute a waiver of the contrary, Lender’s right to demand such compensation; provided that the Borrower shall not be under required to compensate the Lender pursuant to this Section for any obligation to pay increased costs incurred or reductions suffered more than 180 days prior to the Lender amounts otherwise owing under this Section 2.5 if date that the Lender shall not have delivered such written notice to notifies the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for change in law giving rise to such notice increased costs or reductions, and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous ’s intention to the Lenderclaim compensation therefor.

Capital Adequacy. If, after If the Closing Date, the Lender has Bank shall have determined that the adoption or effectiveness phase-in after the date hereof of any applicable law, rule or regulation regarding capital adequacyrequirements for banks or bank holding companies, or any change thereintherein after the date hereof, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender or its holding company Bank with any request or directive of such entity regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Lender’s or its holding company’s Bank's capital as a consequence with respect to the Revolving Loans, the within-described revolving loan facility and/or letters of its commitments or obligations hereunder credit issued for the account of the Borrower and/or any of the other Obligations to a level below that which the Lender or its holding company Bank could have achieved (taking into consideration the Bank's policies with respect to capital adequacy immediately before such adoption, phase-in, change or compliance and assuming that the Bank's capital was then fully utilized) but for such adoption, effectivenessphase-in, change or compliance (taking into consideration the Lender’s or its holding company’s policies with respect to capital adequacy), then, upon notice from the Lender, the Borrower shall pay to the Lender such additional by any amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination deemed by the Lender of amounts owing under this Section shall, absent manifest error, Bank to be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of material: (i) the date Bank shall promptly after its determination of such occurrence of give notice thereof to the event which forms the basis for such notice and request for compensation Borrower; and (ii) the date Borrower shall pay forthwith to the Lender becomes aware of Bank as an additional fee such event. Notwithstanding amount as the foregoingBank certifies to be the amount that will compensate it for such reduction with respect to the Revolving Loans, the Lender agrees that, before giving within-described revolving loan facility and/or such letters of credit and/or any notice seeking a payment of the other Obligations. A certificate of the Bank claiming compensation under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the Lender as occurrence giving rise to such compensation, the officeadditional amount or amounts to be paid to it hereunder and the method by which such amounts were determined. In determining such amounts, branch or Affiliate the Bank may use any reasonable averaging and attribution methods. No failure on the part of the Lender having Bank to demand compensation on any one occasion shall constitute a waiver of its right to demand such compensation on any other occasion and no failure on the commitments and obligations part of the Lender hereunder if making such designation would avoid or Bank to deliver any certificate in a timely manner shall in any way reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment any obligation of the Lender, be otherwise disadvantageous Borrower to the LenderBank under this Section.

Capital Adequacy. If, after the Closing Date, the If any Lender determines at any time that its Return has determined that the adoption or effectiveness been reduced as a result of any applicable Capital Adequacy Rule Change, such Lender may require the Borrower to pay it the amount necessary to restore its Return to what it would have been had there been no Capital Adequacy Rule Change. For purposes of this Section 2.23: (a) Return, for any period, means the percentage determined by dividing (i) the sum of interest and ongoing fees earned by a Lender under this Agreement during such period, by (ii) the average capital such Lender is required to maintain during such period as a result of its being a party to this Agreement, as determined by such Lender based upon its total capital requirements and a reasonable attribution formula that takes account of the Capital Adequacy Rules then in effect. Return may be calculated for each calendar quarter and for the shorter period between the end of a calendar quarter and the date of termination in whole of this Agreement. (b) Capital Adequacy Rule means any law, rule rule, regulation or regulation guideline regarding capital adequacyadequacy that applies to any Lender, or the interpretation thereof by any change thereingovernmental or regulatory authority. Capital Adequacy Rules include rules requiring financial institutions to maintain total capital in amounts based upon percentages of outstanding loans, or binding loan commitments and letters of credit. (c) Capital Adequacy Rule Change means any change in any Capital Adequacy Rule occurring after the interpretation date of this Agreement, but the term does not include any changes in applicable requirements that at the Funding Date are scheduled to take place under the existing Capital Adequacy Rules or administration thereof any increases in the capital that any Lender is required to maintain to the extent that the increases are required due to a regulatory authority's assessment of that Lender's financial condition. (d) Lender includes (but is not limited to) the Agent, the Lenders, as defined elsewhere in this Agreement, and any assignee of any interest of any Lender hereunder and any participant in the loans made hereunder. The initial notice sent by any Governmental AuthorityLender shall be sent as promptly as practicable after such Lender learns that its Return has been reduced, central bank or comparable agency charged with shall include a demand for payment of the interpretation or administration thereof, or compliance by amount necessary to restore such Lender's Return for the Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder to a level below that quarter in which the Lender or notice is sent, and shall state in reasonable detail the cause for the reduction in its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration Return and its calculation of the Lender’s or its holding company’s policies with respect to capital adequacy), then, upon notice from the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender or its holding company for of such reduction. Each determination by Thereafter, such Lender may send a new notice during each calendar quarter setting forth the Lender calculation of amounts owing under this Section shall, absent manifest error, the reduced Return for that quarter and including a demand for payment of the amount necessary to restore its Return for that quarter. Any Lender's calculation in any such notice shall be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderabsent demonstrable error.

Capital Adequacy. If, after the Closing Date, the If any Lender has shall have reasonably ----------------- determined that the adoption or effectiveness (after the Agreement Date) of any applicable law, rule Applicable Law regarding the capital adequacy of banks or regulation regarding capital adequacybank holding companies, or any change therein, in Applicable Law (whether adopted before -45- or after the Agreement Date) or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the such Lender or its holding company with any request directive issued or directive adopted after the date hereof regarding capital adequacy (whether or not having the force of lawlaw but with which such Person customarily complies) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, in each case first promulgated after the Agreement Date, has or would have the effect of reducing the rate of return on the such Lender’s or its holding company’s 's capital as a consequence of its commitments or obligations hereunder to a level below that which the Lender or its holding company it could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s or its holding company’s 's policies with respect to capital adequacy)adequacy immediately before such adoption, thenchange or compliance and assuming that such Lender's capital was fully utilized prior to such adoption, upon change or compliance) by an amount reasonably deemed by such Lender to be material, then such Lender shall promptly notify the Borrower of such adoption, compliance, or change. Within sixty (60) days of written notice from the by such Lender, the Borrower shall, in its discretion, (i) provide a replacement lender or lenders for such Lender, which replacement lender or lenders will be subject to the approval of the Agents, which consent shall pay not be unreasonably withheld or delayed, and the Administrative Agent, such Lender and the Borrower shall take all necessary actions to transfer the rights, duties and obligations of such Lender to such replacement lender or lenders within such sixty (60) day period (including, without limitation, the payment in full of all Obligations hereunder due to the Lender being replaced) and the Borrower shall pay such Lender all amounts described in clause (ii) for the period prior to the replacement of such Lender, or (ii) thereafter, from time to time within ten (10) days of demand by such Lender, promptly pay to such Lender, or its applicable bank holding company or parent, such additional amount or amounts (other than income taxes) as will shall be sufficient to compensate the such Lender or its holding company for such reductionreduced return, together with interest on such amount from the fourth (4th) day after the date of demand until payment in full thereof at the Base Rate plus the Applicable Margin in effect for Base Rate Advances under the Revolving Commitment. Each determination A certificate of such Lender setting forth the amount to be paid to such Lender by the Lender Borrower as a result of amounts owing under any event referred to in this Section shallparagraph and supporting calculations in reasonable detail shall be conclusive, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender.

Capital Adequacy. If, after the Closing Date, the Agent or any Lender has shall promptly notify Borrower if Agent or Lenders shall have determined that the adoption or effectiveness of any applicable lawLaw, rule rule, regulation, guideline, directive or regulation request (whether or not having force of Law) regarding capital adequacyrequirements for banks or bank holding companies as a whole, or any change therein, therein or any change in the interpretation or administration thereof by of any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender Agent or its holding company Lenders with any request of the foregoing imposes or directive regarding increases a requirement by Agent or Lenders to allocate capital adequacy (whether resources to Agent or not having the force of law) of any such Governmental Authority, central bank or comparable agency, Lenders' commitment to make Advances under this Agreement which has or would have the effect of reducing the rate of return on the Lender’s or its holding company’s Agent and Lenders' capital as a consequence of its commitments or obligations hereunder to a level below that which the Lender or its holding company Agent and Lenders could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender’s or its holding company’s Agent and Lenders' then existing policies with respect to capital adequacy)adequacy and assuming full utilization of Agent and Lenders' capital) but for such applicability, thenchange, upon notice from interpretation, administration or compliance, by any amount deemed in good faith by such Lender or Agent to be material, and which is not reflected in an increase in the LenderBase Rate or Eurodollar Rate, as the case may be. Borrower and such Lender shall pay thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate such Lender such additional amount or amounts as will compensate the Lender or its holding company for such reductionmodification. Each determination by the If Borrower and such Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein are unable to the contrary, the Borrower shall not be under any obligation agree to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower adjustment within ninety (90) days following of the later of (i) day on which Borrower shall receive such written notice, then commencing on the date of occurrence such notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), then the event fees payable hereunder shall increase by an amount which forms will, in the basis reasonable determination of such Lender, compensate such Lender for such notice modification. In determining the amount of income, such Lender may use any reasonable and request for compensation and (ii) equitable methods of averaging, allocating or attributing such modification among its customers. The affected Lender shall deliver to Borrower a certificate demonstrating the date the Lender becomes aware calculation of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in increased fees. Borrower shall be required to pay the increased amount within fifteen (15) days after its rate receipt of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lendersuch certificate.

Capital Adequacy. If, after the Closing Date, the Lender has determined that the adoption If any present or effectiveness of any future applicable law, rule or regulation regarding capital adequacy---------------- governmental rule, or any change thereinregulation, or any change in the interpretation or administration thereof by any Governmental Authoritypolicy, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender or its holding company with any request guideline or directive regarding capital adequacy (whether or not having the force of law) or the interpretation thereof by a court or governmental authority with appropriate jurisdiction affects the amount of capital required or expected to be maintained by any Lender or any Agent, or any corporation controlling such Lender or such Agent, and such Lender or such Agent determines that the amount of capital required to be maintained by it is increased by or based upon such Lender's commitment to make, or maintenance of, Loans or Letter of Credit Participations hereunder, then such Lender or such Agent may notify the Borrower of such fact. To the extent that the costs of such increased capital requirements are not reflected in the Base Rate, the Borrower and such Lender or such Agent shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Lender or such Agent in light of these circumstances. If the Borrower and such Lender or such Agent or any corporation controlling such Lender or such Agent are unable to agree to such adjustment within thirty (30) days of the date on which the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such Governmental Authorityincreased capital requirement), central bank the fees payable hereunder shall increase by an amount that will, in such Lender's or comparable agencysuch Agent's reasonable determination, has or would have the effect of reducing the rate of return on the Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder provide adequate compensation to a level below that which the such Lender or its holding company could have achieved but for such adoption, effectiveness, change Agent or compliance (taking into consideration the Lender’s or its holding company’s policies with respect to capital adequacy), then, upon notice from the Lender, the Borrower shall pay to the Lender any corporation controlling such additional amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shallAgent, such amount to be considered prima facie correct and binding, absent manifest error, be conclusive . Such Lender or such Agent shall allocate such cost increases among its customers in good faith and binding on the Borroweran equitable basis. Notwithstanding anything contained herein to the contrary, the Borrower The provisions of this (S)8.11 shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence survive repayment of the event which forms the basis for such notice Obligations and request for compensation and (ii) the date the Lender becomes aware termination of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the LenderAgreement.

Capital Adequacy. IfIf any Lender shall have determined, after the Closing Date, the Lender has determined that the adoption or effectiveness of any applicable law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender (or its holding company lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's capital (or the Lender’s or capital of its holding company’s capital ) as a consequence of its commitments or obligations hereunder to a level below that which the such Lender (or its holding company company) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's policies or the Lender’s or policies of its holding company’s policies company with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender (with a copy to the Global Agent), then, upon notice from the Lender, the Borrower applicable Borrowers shall pay to the such Lender such additional amount or amounts as will shall compensate the such Lender (or its holding company company) for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder lending office if making such designation would will avoid the need for, or reduce the amount of of, such reduction in its rate of return on its capital or assets compensation and would will not, in the reasonable judgment of the such Lender, be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure on the part of any Lender to demand compensation for any reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's rights to demand compensation for any reduction in return on capital in such period or in any other period. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, regulation or other condition which shall have been imposed.