Common use of Capital Adequacy Clause in Contracts

Capital Adequacy. If after the date hereof, the applicability of any law, rule, regulation, policy, guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on a Co-Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Lender’s or Lenders’ holding company’s policies, as the case may be, with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company, as the case maybe, for such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section shall be paid by Borrower to such Lender within ten (10) days of receipt by Borrower from such Lender of the notice described in § 4.7.

Capital Adequacy. If any Lender shall have determined, after the date hereofClosing Date, the applicability that a Change in Law affecting such Lender or any lending office of any lawsuch Lender, ruleif any, regulation, policy, guideline regarding capital adequacy or directive liquidity requirements (whether or not having the force of law), has or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has will have the effect of reducing the rate of return on a Co-such Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance Change in Law (taking into consideration a such Lender’s policies or Lenders’ the policies of its holding company’s policies, as the case may be, company with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender (made within one hundred eighty (180) days of such Lender becoming aware of the reason giving rise to such demand), with a copy to Agent, Borrower shall pay to such Lender such additional amount or amounts as will shall compensate such Lender for such reduction. Each Lender shall designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of 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 holding company, as the case maybe, rights to demand compensation for any reduction in return on capital in such actual, direct reduction, but not period or in any consequential or remote lossesother period. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions The protection of this Section 3.07 shall be paid by Borrower available to such each Lender within ten (10) days regardless of receipt by Borrower from such Lender any possible contention of the notice described in § 4.7invalidity or inapplicability of the law, regulation or other condition that shall have been imposed.

Capital Adequacy. If after (a) In the date hereof, the applicability of event that Agent or any Lender shall have determined that any applicable law, rule, regulation, policy, regulation or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender (for purposes of this Section 3.8, the term "Lender" shall include Agent or any lending office of Lender and any corporation or bank controlling Agent or any Lender), ) and the office or branch where Agent or any Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, maintains any Eurodollar Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent or any Lender’s 's capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent's and each Lender’s or Lenders’ holding company’s policies, as the case may be, 's policies with respect to capital adequacy) by an amount reasonably deemed by such Agent or any Lender to be material, then then, from time to time, Borrower Borrowers shall pay upon demand to Agent or such Lender such additional amount or amounts as will compensate Agent or such Lender for such reduction. In determining such amount or amounts, Agent or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.8 shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition. Notwithstanding the foregoing, no Borrower shall be required to compensate Agent or any Lender pursuant to this section for any such reduction incurred more than 180 days prior to the date Agent or such Lender notifies Borrowing Agent of the events giving rise to such reduction and of Agent's or such Lender’s holding company's intention to claim compensation therefor, as provided further that, if the case maybeevents giving rise to such reduction are retroactive, for then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof. (b) A certificate of Agent or such actual, direct reduction, but not any consequential or remote losses. Any Lender setting forth such amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate Agent or such Lender within ten (10with respect to Section 3.8(a) days of receipt by Borrower from such Lender of the notice described in § 4.7hereof when delivered to Borrowers shall be conclusive absent manifest error.

Capital Adequacy. If after (a) In the date hereofevent that Agent, the applicability of Swing Loan Lender or any law, rule, regulation, policy, Lender shall have determined that any Applicable Law or guideline regarding liquidity or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, Change in Law or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, 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 lending Lender and any corporation or bank controlling Agent , Swing Loan Lender or any Lender and the office of or branch where Agent , Swing Loan Lender or any Lender), Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, maintains any LIBOR Rate Loans) with any request or directive regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent, Swing Loan Lender or any Lender’s 's capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to hereunder (including the Loans or under this Agreement, the Notes or the other Loan Documents making of any Swing Loans) to a level below that which Agent , Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent's, Swing Loan Lender’s or Lenders’ holding company’s policies, as the case may be, 's and each Lender's policies with respect to liquidity or capital adequacy) by an amount reasonably deemed by such Agent, Swing Loan Lender or any Lender to be material, then then, from time to time, Borrower Borrowers shall pay pay, within ten (10) days after receipt of a certificate pursuant to Section 3.9(b), to Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate Agent, Swing Loan Lender or such Lender for such reduction. In determining such amount or amounts, Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to 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. (b) A certificate of Agent, Swing Loan Lender or such Lender setting forth such amount or amounts as shall be necessary to compensate 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. (c) Failure or delay on the part of Agent, Swing Loan Lender or such Lender to demand compensation pursuant to this Section shall not constitute a waiver of Agent’s, Swing Loan Lender’s or such Lender’s right to demand such compensation; provided that the Borrowers shall not be required to compensate Agent, Swing Loan Lender or such Lender pursuant to this Section for any increased costs incurred or reductions suffered more than one hundred eighty (180) days prior to the date that Agent, Swing Loan Lender or such Lender’s holding company, as the case maybemay be, for notifies the Borrowers of the event or Change in Law giving rise to such actualincreased costs or reductions, direct reductionand of such Agent’s, but not any consequential Swing Loan Lender’s or remote losses. Any amount such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or amounts payable by Borrower reductions is retroactive, then the one hundred eighty (180) day period referred to a Lender in accordance with the provisions of this Section above shall be paid by Borrower extended to such Lender within ten (10) days include the period of receipt by Borrower from such Lender of the notice described in § 4.7retroactive effect thereof).

Capital Adequacy. If after (a) In the date hereofevent that Agent, the applicability of Swing Loan Lender or any law, rule, regulation, policy, Lender shall have determined that any Applicable Law or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacyadequacy or liquidity requirements, or any change therein, Change in Law or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, 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 lending Lender and any corporation or bank controlling Agent, Swing Loan Lender or any Lender and the office of or branch where Agent, Swing Loan Lender or any Lender), Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, maintains any LIBOR Rate Loans) with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent within three hundred sixty (360) days after such request or directive, Swing Loan Lender or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to hereunder (including the Loans or under this Agreement, the Notes or the other Loan Documents making of any Swing Loans) to a level below that which Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent’s, Swing Loan Lender’s or Lenders’ holding companyand each Lender’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material), then then, from time to time, Borrower Borrowers shall pay upon demand to Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate such Agent, Swing Loan Lender or such Lender’s holding company, as the case maybe, Lender for such actualreduction (provided, direct reductionthat Sand Tiger shall only be liable for any such amounts attributable to Sand Tiger’s Obligations). In determining such amount or amounts, but not Agent, Swing Loan Lender or such Lender may use any consequential reasonable averaging or remote lossesattribution methods. Any The protection of this Section 3.9 shall be available to 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. (b) A certificate of Agent, Swing Loan Lender or such Lender setting forth such amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate Agent, Swing Loan Lender or such Lender within ten (10with respect to Section 3.9(a) days of receipt by Borrower from such Lender of the notice described in § 4.7hereof when delivered to Borrowing Agent shall be conclusive absent manifest error.

Capital Adequacy. If after (a) In the date hereof, the applicability of any law, rule, regulation, policy, guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, event that Agent or any change thereinLender shall have determined that any Change in Law, or any change in any of the foregoing guideline regarding capital adequacy or any change in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender (for purposes of this Section 3.7, the term “Lender” shall include Agent or any lending Lender and any corporation or bank controlling Agent or any Lender and the office of or branch where Agent or any Lender), Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, maintains any LIBOR RateSOFR Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent’s or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a LenderAgent’s or Lenders’ holding companyand such ▇▇▇▇▇▇’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by such Agent or any Lender to be material, then then, from time to time, Borrower Borrowers shall pay upon demand to Agent or such Lender such additional amount or amounts as will compensate Agent or such Lender for such reduction. In determining such amount or amounts, Agent or such Lender’s holding companyLender may use any reasonable averaging or attribution methods. The protection of this Section 3.7 shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, as the case mayberule, for regulation, guideline or condition. (b) A certificate of Agent or such actual, direct reduction, but not any consequential or remote losses. Any Lender setting forth such amount or amounts payable by Borrower as shall be necessary to a compensate Agent or such Lender in accordance with respect to Section 3.7(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error. Failure or delay on the provisions part of Agent or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of the right of Agent or any Lender to demand such compensation; provided that Borrowers shall not be paid by Borrower required to compensate Agent or any Lender pursuant to this Section for any reductions in return incurred more than 270 days prior to the date that Agent or such Lender notifies Borrowing Agent of such law, rule, regulation or guideline giving rise to such Lender within ten (10) days reductions and of receipt by Borrower from the intention of Agent or such Lender to claim compensation therefor; provided further that if such claim arises by reason of the notice described adoption of or change in § 4.7any law, rule, regulation or guideline that is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Adequacy. If If, after the date hereof, the applicability any Lender (or any Affiliate of any lawLender) shall have reasonably determined that the adoption of any Applicable Law, governmental rule, regulation, policy, guideline regulation or directive (whether order regarding the capital adequacy of banks or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacybank holding companies, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office Affiliate of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, ) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Lender’s capital or on the capital of such Lender (or any Affiliate of Lender’s holding company, as the case may be, ) as a consequence of any of such Lender’s obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which such Lender it could have achieved but for such adoption, change or compliance (taking into consideration a the policies of any Lender (or Affiliate of any Lender’s or Lenders’ holding company’s policies, as the case may be, ) with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that the capital of such Lender (or Affiliate of such Lender) by an amount reasonably deemed was fully utilized prior to such adoption, change or compliance), then, upon demand by such Lender to be material, then from time to timeLender, Borrower shall immediately pay to such Lender 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 Lender or such Lender’s holding company, as the case maybe, for such actual, direct reduction, but not any consequential or remote lossespursuant to this sentence and Section 14.1. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions For purposes of this Section 14.2, a change in Applicable Law, governmental rule, regulation or order shall include, without limitation, (x) any change made or which becomes effective on the basis of a law, treaty, rule, regulation, interpretation administration or implementation then in force, the effective date of which change is delayed by the terms of such law, treaty, rule, regulation, interpretation, administration or implementation, (y) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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, in each case pursuant to Basel III. Such Lender’s determination of the amount to be paid to such lender by Borrower as a result of any event referred to such Lender within ten (10) days of receipt by Borrower from such Lender of the notice described in § 4.7this Section 14.2 shall, absent manifest error, be deemed final, binding and conclusive upon Borrower.

Capital Adequacy. If after (a) In the date hereofevent that Agent, the applicability of Swing Loan Lender or any law, rule, regulation, policy, Lender shall have determined that any Applicable Law or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, Change in Law or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, 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 lending Lender and any corporation or bank controlling Agent, Swing Loan Lender or any Lender and the office of or branch where Agent, Swing Loan Lender or any Lender), Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, 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 authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent, Swing Loan Lender or any Lender’s 's capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to hereunder (including the Loans or under this Agreement, the Notes or the other Loan Documents making of any Swing Loans) to a level below that which Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent's, Swing Loan Lender’s or Lenders’ holding company’s policies, as the case may be, 's and each Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Agent, Swing Loan Lender or any Lender to be material, then then, from time to time, Borrower Borrowers shall pay upon demand to Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate such Agent, Swing Loan Lender or such Lender’s holding company, as the case maybe, Lender for such actualreduction. In determining such amount or amounts, direct reductionAgent, but not Swing Loan Lender or such Lender may use any consequential 268323208 reasonable averaging or remote lossesattribution methods. Any The protection of this Section 3.9 shall be available to 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. (b) A certificate of Agent, Swing Loan Lender or such Lender setting forth such amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate Agent, Swing Loan Lender or such Lender within ten (10with respect to Section 3.9(a) days of receipt by Borrower from such Lender of the notice described in § 4.7hereof when delivered to Borrowing Agent shall be conclusive absent manifest error.

Capital Adequacy. If after (a) In the date hereofevent that Agent, the applicability of Swing Loan Lender or any law, rule, regulation, policy, Lender shall have determined that any Applicable Law or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, Change in Law or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Authority, 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 lending Lender and any corporation or bank controlling Agent, Swing Loan Lender or any Lender and the office of or branch where Agent, Swing Loan Lender or any Lender), Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, maintains any LIBOR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent, Swing Loan Lender or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to hereunder (including the Loans or under this Agreement, the Notes or the other Loan Documents making of any Swing Loans) to a level below that which Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent’s, Swing Loan Lender’s or Lenders’ holding companyand each Lender’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by such Agent, Swing Loan Lender or any Lender to be material, then then, from time to time, Borrower Loan Parties shall pay upon demand to Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate such Agent, Swing Loan Lender or such Lender’s holding company, as the case maybe, Lender for such actualreduction. In determining such amount or amounts, direct reductionAgent, but not Swing Loan Lender or such Lender may use any consequential reasonable averaging or remote lossesattribution methods. Any The protection of this Section 3.9 shall be available to 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. (b) A certificate of Agent, Swing Loan Lender or such Lender setting forth such amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate Agent, Swing Loan Lender or such Lender within ten (10with respect to Section 3.9(a) days of receipt by Borrower from such Lender of the notice described in § 4.7hereof when delivered to Borrowing Agent shall be conclusive absent manifest error.

Capital Adequacy. If after (a) In the date hereofevent that Agent, the applicability of Swing Loan Lender or any law, rule, regulation, policy, Lender shall have determined that any Applicable Law or guideline regarding liquidity or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, Change in Law or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, 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 lending Lender and any corporation or bank controlling Agent , Swing Loan Lender or any Lender and the office of or branch where Agent , Swing Loan Lender or any Lender), Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, maintains any Term SOFR Rate Loans) with any request or directive regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent, Swing Loan Lender or any Lender’s 's capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to hereunder (including the Loans or under this Agreement, the Notes or the other Loan Documents making of any Swing Loans) to a level below that which Agent , Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent's, Swing Loan Lender’s or Lenders’ holding company’s policies, as the case may be, 's and each Lender's policies with respect to liquidity or capital adequacy) by an amount reasonably deemed by such Agent, Swing Loan Lender or any Lender to be material, then then, from time to time, Borrower Borrowers shall pay pay, within ten (10) days after receipt of a certificate pursuant to Section 3.9(b), to Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate Agent, Swing Loan Lender or such Lender for such reduction. In determining such amount or amounts, Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to 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. (b) A certificate of Agent, Swing Loan Lender or such Lender setting forth such amount or amounts as shall be necessary to compensate 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. (c) Failure or delay on the part of Agent, Swing Loan Lender or such Lender to demand compensation pursuant to this Section shall not constitute a waiver of Agent’s, Swing Loan Lender’s or such Lender’s right to demand such compensation; provided that the Borrowers shall not be required to compensate Agent, Swing Loan Lender or such Lender pursuant to this Section for any increased costs incurred or reductions suffered more than one hundred eighty (180) days prior to the date that Agent, Swing Loan Lender or such Lender’s holding company, as the case maybemay be, for notifies the Borrowers of the event or Change in Law giving rise to such actualincreased costs or reductions, direct reductionand of such Agent’s, but not any consequential Swing Loan Lender’s or remote losses. Any amount such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or amounts payable by Borrower reductions is retroactive, then the one hundred eighty (180) day period referred to a Lender in accordance with the provisions of this Section above shall be paid by Borrower extended to such Lender within ten (10) days include the period of receipt by Borrower from such Lender of the notice described in § 4.7retroactive effect thereof).

Capital Adequacy. If after (a) In the date hereof, the applicability of event that Agent or any law, rule, regulation, policy, Lender shall have determined that any Applicable Law or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, Change in Law or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent or any lending office of Lender and any corporation or bank controlling Agent or any Lender), as the case may be, or by a Lender’s holding company, as the case may be, ) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent’s and each Lender’s or Lenders’ holding company’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by such Agent or any Lender to be material, then then, from time to time, Borrower the Credit Party shall pay upon demand to Agent or such Lender such additional amount or amounts as will compensate Agent or such Lender for such reduction. In determining such amount or amounts, Agent or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, rule, regulation, guideline or condition. (b) A certificate of Agent or such Lender setting forth such amount or amounts as shall be necessary to compensate Agent or such Lender with respect to Section 3.9(a) hereof when delivered to Borrower Agent shall be conclusive absent manifest error. Notwithstanding the foregoing, the Credit Parties shall not be required to compensate any Agent or Lender’s holding company, as the case maybemay be, for such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower pursuant to a Lender in accordance with the provisions of this Section 3.9 for any increased costs incurred or reductions suffered more than nine months prior to the date that such Agent or Lender, as the case may be, notifies the Borrower Agent of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or Agent’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be paid by Borrower extended to such Lender within ten (10) days include the period of receipt by Borrower from such Lender of the notice described in § 4.7.retroactive effect thereof). \\4160-8072-9439 v17

Capital Adequacy. If after the date hereof, hereof any Lender or any Agent determines that (a) the applicability adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law)) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a court or governmental authority with appropriate jurisdiction, or the adoption after the date hereof of (b) compliance by such Lender or such Agent or any other corporation controlling such Lender or such Agent with any law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has the effect of reducing the rate of return on a Co-Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of or such LenderAgent’s obligations commitment with respect to the any Loans or under this Agreement, the Notes or the other Loan Documents to a level below that which such Lender or such Agent could have achieved but for such adoption, change or compliance (taking into consideration a such Lender’s or Lenders’ holding companysuch Agent’s policies, then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or (as the case may be, with respect to capital adequacy) by an amount reasonably deemed by such Lender Agent to be material, then from time to time, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding companyAgent may notify the Applicable Borrower of such fact. To the extent that the amount of such reduction in the return on capital is based on the Commitment, or the Loans and is not reflected in the interest or fees payable by the U.S. Borrower, the European Borrower, the Australian Borrower or the Canadian Borrower (as the case maybemay be), for such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section shall be paid by Borrower to and such Lender shall thereafter attempt to negotiate in good faith, within ten thirty (1030) days of receipt by the day on which such Borrower from 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 described (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 § 4.7such Lender’s reasonable determination, provide adequate compensation. Each Lender shall allocate such cost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. If after any Lender determines that (i) the date hereof, the applicability of any law, rule, regulation, policy, guideline or directive (whether or not having the force of law), or the adoption introduction after the date hereof of any other lawCapital Adequacy Regulation, rule, regulation, policy, guideline or directive regarding capital adequacy, or (ii) any change thereinafter the date hereof in any Capital Adequacy Regulation, or (iii) any change in any of the foregoing or in the interpretation or administration of any of the foregoing Capital Adequacy Regulation by any domestic or foreign governmental authority, central bank or comparable agency other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance after the date hereof by any such Lender (or any lending office of any Lender), as the case may be, corporation or by a Lender’s holding company, as the case may be, other entity controlling such Lender with any request Capital Adequacy Regulation, affects the amount of capital required or directive regarding capital adequacy expected to be maintained by such Lender or any Person controlling such Lender and (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on a Co-Lender’s capital or on the capital of taking into consideration such Lender’s holding company, as or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the case may be, amount of such capital is increased as a consequence of such Lender’s its Commitments, loans, credits or obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents to then: (a) Administrative Agent shall promptly, after its receipt of a level below that which certificate from such Lender could have achieved but for setting forth such adoption, change or compliance (taking into consideration a Lender’s or determination of such occurrence, give notice thereof to Borrowers and Lenders’ holding company’s policies; and (b) Borrowers shall pay to Administrative Agent, for the account of such Lender, as the case may be, with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then additional fee from time to time, Borrower shall pay on demand, such amount as such Lender certifies 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 Lender such compensation, the additional amount or amounts as will compensate to be paid to such Lender or such (including the basis for Lender’s holding companydetermination of such amount), as and the case maybemethod by which such amounts were determined. In determining such amount, for such actual, direct reduction, but not Lender may use any consequential or remote lossesreasonable averaging and attribution method. Any amount or amounts payable by Borrower For purposes of this Section 3.8 all references to a Lender in accordance with the provisions of this Section shall be paid by Borrower deemed to include any bank holding company or bank parent of such Lender within ten (10) days of receipt by Borrower from such Lender of the notice described in § 4.7Lender.

Capital Adequacy. If after (a) In the date hereof, the applicability of event that Agent or any law, rule, regulation, policy, Lender shall have determined that any Applicable Law or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, Change in Law or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent or any lending office of Lender and any corporation or bank controlling Agent or any Lender), ) and the office or branch where Agent or any Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, maintains any Eurodollar Rate Loans ) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent’s and each Lender’s or Lenders’ holding company’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by such Agent or any Lender to be material, then then, from time to time, Borrower Borrowers shall pay upon demand to Agent or such Lender such additional amount or amounts as will compensate Agent or such Lender for such reduction. In determining such amount or amounts, Agent or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, regulation or condition. However, notwithstanding anything contained in the foregoing, neither Agent or any Lender shall make a demand on Borrowers for any additional amounts under this Section 3.9 unless Agent or such Lender (as applicable) shall have (to the extent Agent or such Lender is legally entitled to) requested payment of similar additional amounts from all of its borrowers and customers that are similarly situated to Borrowers. (b) A certificate of Agent or such Lender setting forth such amount or amounts as shall be necessary to compensate Agent or such Lender with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error. (c) Notwithstanding anything to the contrary contained herein, the Borrowers shall not be required to compensate Agent or any Lender pursuant to this Section 3.9 for any reductions in return incurred more than 270 days prior to the date that Agent or such Lender notifies Borrowing Agent of such law, rule, regulation or guideline giving rise to such reductions and of Agent’s or such Lender’s holding company, as the case maybe, for such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower intention to a Lender in accordance with the provisions of this Section shall be paid by Borrower to such Lender within ten (10) days of receipt by Borrower from such Lender of the notice described in § 4.7claim compensation therefore.

Capital Adequacy. If after In the date hereofevent that Administrative Agent, the applicability of Swing Loan Lender or any law, rule, regulation, policy, Lender shall have determined that any Applicable Law or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, Change in Law or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, 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 lending Lender and any corporation or bank controlling Administrative Agent, Swing Loan Lender or any Lender and the office of or branch where Administrative Agent, Swing Loan Lender or any Lender), Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, 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 authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Administrative Agent, Swing Loan Lender or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to hereunder (including the Loans or under this Agreement, the Notes or the other Loan Documents making of any Swing Loans) to a level below that which such Administrative Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a the Administrative Agent’s, Swing Loan Lender’s or Lenders’ holding companyand each Lender’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by such Administrative Agent, Swing Loan Lender or any Lender to be material, then then, from time to time, Borrower Borrowers shall pay upon demand to such Administrative Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate such Administrative Agent, Swing Loan Lender or such Lender’s holding company, as the case maybe, Lender for such actualreduction. In determining such amount or amounts, direct reductionsuch Administrative Agent, but not Swing Loan Lender or such Lender may use any consequential reasonable averaging or remote lossesattribution methods. Any The protection of this Section 3.9 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 payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate such Administrative Agent , Swing Loan Lender or such Lender within ten (10with respect to Section 3.9(a) days of receipt by Borrower from such Lender of the notice described in § 4.7hereof when delivered to Borrowing Agent shall be conclusive absent manifest error.

Capital Adequacy. If after (a) In the date hereofevent that Agent, the applicability of Swing Loan Lender or any law, rule, regulation, policy, guideline or directive (whether or not having the force of law)Lender shall have determined that any Applicable Law, or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change thereinChange in Law, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender or any Lender (for purposes of this Section 3.8, the term “Lender” shall include Agent, Swing Loan Lender or any lending office of 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 the case may be, so defined) makes or by a Lender’s holding company, as the case may be, maintains any Overnight Eurodollar Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent, Swing Loan Lender or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent, Swing Loan Lender or each Lender’s or Lenders’ holding company’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by such Agent, Swing Loan Lender or any Lender to be material, then then, from time to time, Borrower Borrowers shall pay upon demand to such Agent, Swing Loan Lender or any Lender such additional amount or amounts as will compensate Agent or such Lender for such reduction. In determining such amount or amounts, Agent, Swing Loan Lender or any Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.8 shall be available to Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, Change in Law or condition. (b) A certificate of Agent, Swing Loan Lender or such Lender’s holding company, as the case maybe, for Lender setting forth such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate Agent or such Lender within ten (10with respect to Section 3.8(a) days of receipt by Borrower from such Lender of the notice described in § 4.7hereof when delivered to Borrowing Agent shall be conclusive absent manifest error.

Capital Adequacy. If after (a) In the date hereof, the applicability of event that Agent or any lawLender shall have determined that any Applicable Law, rule, regulation, policy, regulation or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacyadequacy or liquidity, or any change therein, or any change in any of the foregoing or in the interpretation interpretation, application or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent or any lending office of Lender and any corporation or bank controlling Agent or any Lender), ) and the office or branch where Agent or any Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, maintains any SOFR Loans with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which Agent or such Lender could would have achieved but for such adoption, change or compliance (taking into consideration a Agent’s and each Lender’s or Lenders’ holding company’s policies, as the case may be, policies with respect to capital adequacyadequacy or liquidity) by an amount reasonably deemed by such Agent or any Lender to be material, then then, from time to time, Borrower shall pay upon demand to Agent or such Lender such additional amount or amounts as will compensate Agent or such Lender for such reduction. In determining such amount or amounts, Agent or such Lender’s holding companyLender may use any reasonable averaging or attribution methods. The protections of this Section 3.9 shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, as regulation or condition. Notwithstanding anything herein to the case maybecontrary, for all purposes under this Agreement, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, 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 either case, be deemed to have gone into effect after the Closing Date, regardless of the date enacted, adopted or issued. (b) A certificate of Agent or such actual, direct reduction, but not any consequential or remote losses. Any Lender setting forth such amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate Agent or such Lender within ten (10with respect to Section 3.9(a) days of receipt by when delivered to Borrower from such Lender of the notice described in § 4.7shall be conclusive absent manifest error.

Capital Adequacy. If after (a) In the date hereofevent that Agent, the applicability of Swing Loan Lender or any law, rule, regulation, policy, Lender shall have determined that any Applicable Law or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, Change in Law or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, 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 lending Lender and any corporation or bank controlling Agent, Swing Loan Lender or any Lender and the office of or branch where Agent, Swing Loan Lender or any Lender), Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, maintains any BSBYTerm SOFR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent, Swing Loan Lender or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to hereunder (including the Loans or under this Agreement, the Notes or the other Loan Documents making of any Swing Loans) to a level below that which Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent’s, Swing Loan Lender’s or Lenders’ holding companyand each Lender’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by such Agent, Swing Loan Lender or any Lender to be material, then then, from time to time, Borrower Borrowers shall pay upon demand to Agent, Swing Loan Lender or such Lender (on an after-tax basis) such additional amount or amounts as will compensate such Agent, Swing Loan Lender or such Lender’s holding company, as the case maybe, Lender for such actualreduction. In determining such amount or amounts, direct reductionAgent, but not Swing Loan Lender or such Lender may use any consequential reasonable averaging or remote lossesattribution methods. Any The protection of this Section 3.9 shall be available to 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. (b) A certificate of Agent, Swing Loan Lender or such Lender setting forth such amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate Agent, Swing Loan Lender or such Lender within ten (10with respect to Section 3.9(a) days of receipt by Borrower from such Lender of the notice described in § 4.7hereof when delivered to Borrowing Agent shall be conclusive absent manifest error.

Capital Adequacy. If after any Lender shall have determined, that, whether in effect at the date hereofof this Agreement or hereafter in effect, the applicability of any lawapplicable Law, rule, regulation, policy, regulation or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of lawLaw) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-such Lender’s 's capital allocated to the transactions contemplated by this Agreement (or on the capital of such Lender’s its holding company, as the case may be, ) as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which such Lender (or its holding company) could have achieved but for such adoption, change or compliance (taking into consideration a such Lender’s 's policies or Lenders’ the policies of its holding company’s policies, as the case may be, company with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, Borrower within 15 days after demand by such Lender (with a copy to the Agent), the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its holding company) for such reduction. Each Lender will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender’s holding company, as be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this section and setting forth the case maybe, for such actual, direct reduction, but not any consequential or remote losses. Any additional amount or amounts payable to be paid to it hereunder shall be conclusive and binding in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Within four (4) months following the date such certificate is furnished claiming compensation by Borrower any such Lender (the "Affected Lender"), the Borrowers may replace the Affected Lender with a lending institution satisfactory to a the Agent (the consent to which may not be unreasonably withheld by the Agent), upon payment to the Affected Lender in accordance with of all principal of and interest on all of its then outstanding Revolving Credit Loans and of all Facility Fees, and other Obligations then owing to it and upon such other terms and conditions as are satisfactory to the provisions Majority Lenders. The protection of this Section 3.8 shall be paid by Borrower available to such each Lender within ten (10) days regardless of receipt by Borrower from such Lender any possible contention of the notice described in § 4.7invalidity or inapplicability of the Law, regulation or other condition which shall have been imposed.

Capital Adequacy. If (1) the adoption, after the date hereofof this Loan Agreement, the applicability of any applicable governmental law, rule, regulation, policy, guideline rule or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regulation regarding capital adequacy, or (2) any change thereinchange, or any change in any after the date of the foregoing or this Loan Agreement, in the interpretation or administration of any of the foregoing such law, rule or regulation by any domestic or foreign governmental authority, central bank or comparable agency other Governmental Authority charged with the interpretation or administration thereof, thereof or (3) compliance by any a Lender (or any lending office of any Lender), as the case may be, corporation or by bank controlling a Lender’s holding company, as the case may be, Lender with any applicable guideline or request of general applicability, issued after the date of this Loan Agreement, by any central bank or directive regarding capital adequacy other Governmental Authority (whether or not having the force of law) that constitutes a change of any such authority, central bank or comparable agencythe nature described in clause (2) (“Capital Adequacy Change”), has the effect of (x) requiring an increase in the amount of capital required to be maintained by a Lender or any corporation or bank controlling a Lender or (y) reducing the rate of return on a Co-Lender’s capital assets or on the capital of such Lender’s holding companyLender (or such corporation or bank) and such adoption, change or compliance, as the case may be, as relates to a consequence category of claims or assets that includes such Lender’s obligations with respect to the Loans or under this AgreementLoan Amount, the Notes or the other Loan Documents to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Lender’s or Lenders’ holding company’s policies, as the case may be, with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, Borrower shall pay to such Lender from time to time such additional amount or amounts as will are necessary to compensate such Lender for such portion of such increase or reduction as shall be reasonably allocable to such Lender’s holding companyLoan Amount; provided, that no such amounts shall be payable by the Borrower to any Lender pursuant to this Section 5.2 unless such Lender certifies to the Borrower that (A) such Lender is assessing to its other borrowers (of loans similar to the Loan) comparable allocable costs, and (B) such Lender believes that such costs are generally applicable to lenders similarly situated to and in the same jurisdiction as such Lender. For the avoidance of doubt, the matters set forth in the Consultative Document titled “The New Basel Capital Accord” issued by the Basel Committee on Banking Supervision in April 2003 will not be treated, for purposes of determining whether any Lender is entitled to compensation under this Section 5.2, as having been enacted or having come into effect before the case maybe, for such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions date of this Loan Agreement. Each Lender will notify the Borrower of any event occurring after the date of this Agreement that will entitle such Lender to compensation pursuant to this Section 5.2 as promptly as practicable but in any event within sixty (60) days, after such Lender obtains Actual Knowledge thereof; provided, however, such Lender shall be paid by Borrower entitled to such Lender within ten (10) days of receipt by Borrower from such Lender of the notice described in § 4.7.payment under this

Capital Adequacy. If after (a) In the date hereof, the applicability of event that any law, rule, regulation, policy, Lender shall have determined that any Applicable Law or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacyadequacy or liquidity, or any change therein, Change in Law or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (for purposes of this Section 3.9, the term “Lender” shall include any Lender and any corporation or bank controlling any lending Lender and the office of or branch where any Lender), as the case may be, Lender makes or by a Lender’s holding company, as the case may be, 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 authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration a each Lender’s or Lenders’ holding company’s policies, as the case may be, policies with respect to capital adequacyadequacy and liquidity) by an amount reasonably deemed by such any Lender to be material, then then, from time to time, Borrower Borrowers shall pay upon demand to such Lender such additional amount or amounts as will compensate such Lender for such reduction. In determining such amount or amounts, such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, rule, regulation, guideline or condition. (b) A certificate of such Lender setting forth such amount or amounts as shall be necessary to compensate such Lender with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error. (c) If any Lender requests compensation under Section 3.7 or Section 3.9 or if Borrowers are required to pay any additional amount to any Lender pursuant to Section 3.7 or Section 3.9, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender’s holding company, such designation or assignment (i) would eliminate or reduce materially amounts payable pursuant to Section 3.7 or Section 3.9, as the case maybemay be, for in the future, (ii) would not subject such actualLender to any unreimbursed cost or expense, direct reduction(iii) would not require such Lender to take any action inconsistent with its internal policies or legal or regulatory restrictions, but and (iv) would not any consequential or remote losses. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section shall otherwise be paid by Borrower disadvantageous to such Lender within ten (10) days of receipt by Borrower from such Lender of the notice described in § 4.7Lender.

Capital Adequacy. If after (a) In the date hereofevent that Agent, the applicability of Swing Loan Lender, any law, rule, regulation, policy, guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, Issuer or any change thereinLender shall have determined that any Change in Law, or any change in any of the foregoing guideline regarding capital adequacy or any change in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, 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 lending Lender and any corporation or bank controlling Agent, Swing Loan Lender, any Issuer or any Lender and the office of or branch where Agent, Swing Loan Lender, any Lender), Issuer or any Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, 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 authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent, Swing Loan Lender, any Issuer or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to hereunder (including the Loans or under this Agreement, the Notes or the other Loan Documents making of any Swing Loans) to a level below that which Agent, Swing Loan Lender, such Issuer or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent’s, Swing Loan Lender’s, such Issuer’s and such Lender’s or Lenders’ holding company’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by such Agent, Swing Loan Lender, any Issuer or any Lender to be material, then then, from time to time, Borrower Borrowers shall pay upon demand to Agent, Swing Loan Lender, such Issuer or such Lender such additional amount or amounts as will compensate Agent, Swing Loan Lender, such Issuer or such Lender for such reduction. 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 this Section 3.9 shall be available to Agent, Swing Loan Lender’s holding company, as each Issuer and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the case maybeApplicable Law, for rule, regulation, guideline or condition. (b) A certificate of Agent, Swing Loan Lender, such actual, direct reduction, but not any consequential Issuer or remote losses. Any such Lender setting forth such amount or amounts payable by Borrower as shall be necessary to a compensate Agent, Swing Loan Lender, such Issuer or such Lender in accordance with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error. Failure or delay on the provisions part of Agent, Swing Loan Lender, any Issuer or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of the right of Agent, Swing Loan Lender, any Issuer or any Lender to demand such compensation; provided that Borrowers shall not be paid by Borrower required to compensate Agent, Swing Loan Lender, any Issuer or any Lender pursuant to this Section for any reductions in return incurred more than 270 days prior to the date that Agent, Swing Loan Lender, such Issuer or such Lender notifies Borrowing Agent of such law, rule, regulation or guideline giving rise to such Lender within ten (10) days reductions and of receipt by Borrower from the intention of Agent, Swing Loan Lender, such Issuer or such Lender to claim compensation therefor; provided further that if such claim arises by reason of the notice described adoption of or change in § 4.7any law, rule, regulation or guideline that is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Adequacy. If at any time any Lender or Program Support Provider 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 date hereofof this Agreement regarding capital adequacy, the applicability of (b) compliance with any such law, treaty, rule, regulation, policy, or order or (c) compliance with any guideline or request or directive from any central bank or other Governmental Authority or any accounting board or authority (whether or not having a Governmental Authority) which is responsible for the force establishment or interpretation of law)national or international accounting principles (in each case, or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has shall have the effect of reducing the rate of return on a Co-Lender’s capital or on the capital of such Lender’s holding company, as the case may be, 's or Program Support Provider's (or any corporation controlling such Lender's or Program Support Provider's) capital as a consequence of such Lender’s its obligations hereunder (other than with respect to the Loans or under this Agreement, the Notes or the other Loan Documents Taxes) to a level below that which such Lender Lender, Program Support Provider or corporation could have achieved but for such adoption, change change, compliance or compliance (taking into consideration a Lender’s or Lenders’ holding company’s policiesinterpretation, as the case may bethen, with respect upon demand from time to capital adequacy) by an amount reasonably deemed time by such Lender or Program Support Provider (with a copy of such demand to be materialthe Agent and the Board), then the Borrower shall within five (5) Business Days of such demand pay to the Agent for the account of such Lender or Program Support Provider from time to time, Borrower shall pay to time as specified by such Lender such or Program Support Provider additional amount or amounts as will sufficient to compensate such Lender or such Lender’s holding company, as the case maybe, Program Support Provider for such actual, direct reduction, but ; provided that the Borrower shall not any consequential or remote losses. Any amount or amounts payable by Borrower be required to compensate a Lender in accordance with the provisions of or Program Support Provider pursuant to this Section 2.11 for any amounts incurred more than six (6) months prior to the date of such demand. A certificate as to such amounts submitted to the Borrower (and the Agent and the Board) by such Lender or Program Support Provider shall be paid by Borrower to conclusive and binding for all purposes absent manifest error. Each Lender or Program Support Provider shall promptly notify the Borrower, the Agent and the Board of any event of which such Lender within ten (10) days of receipt by Borrower from or Program Support Provider has knowledge, occurring after the date hereof, which would entitle such Lender or Program Support Provider to compensation pursuant to this Section 2.11 and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Program Support Provider, be otherwise disadvantageous to it. For the notice described in § 4.7avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board (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 2.11.

Capital Adequacy. If (i) the enactment or promulgation of, or any change or phasing in of, any United States or foreign law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration thereof, (ii) compliance with any directive or guideline from any central bank or United States or foreign Governmental Authority (whether having the force of law) promulgated or made after the date hereof, or (iii) compliance with the applicability Risk-Based Capital Guidelines of any law, rule, regulation, policy, guideline or directive (whether or not having the force Board of law)Governors of the Federal Reserve System as set forth in 12 CFR Parts 208 and 225, or of the adoption after Comptroller of the date hereof Currency, Department of any other lawthe Treasury, rule, regulation, policy, guideline or directive regarding capital adequacyas set forth in 12 CFR Part 3, or similar legislation, rules, guidelines, directives or regulations under any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic applicable United States or foreign governmental authority, central bank Governmental Authority affects or comparable agency charged with would affect the interpretation or administration thereof, or compliance amount of capital required to be maintained by any a Lender (or any lending office of such Lender) or any corporation directly or indirectly owning or controlling such Lender or imposes any restriction on or otherwise adversely affects such Lender (or any lending office of such Lender)) or any corporation directly or indirectly owning or controlling such Lender and such Lender shall have reasonably determined that such enactment, as the case may bepromulgation, change or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, compliance has the effect of reducing the rate of return on a Co-such Lender’s 's capital or on the capital asset value to such Lender of any Loan made by such Lender’s holding company, as the case may be, Lender as a consequence consequence, directly or indirectly, of such Lender’s its obligations with respect to make and maintain the funding of its Loans or under this Agreement, the Notes or the other Loan Documents to at a level below that which such Lender could have achieved but for such adoptionenactment, promulgation, change or compliance (after taking into consideration a account such Lender’s or Lenders’ holding company’s policies, as the case may be, with respect to 's policies regarding capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to timethen, upon demand by such Lender, the Borrower shall promptly pay to such Lender such additional amount or amounts as shall be sufficient to compensate such Lender for such reduction in such rate of return or asset value. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Agent setting forth the determination of such amount or amounts that will compensate such Lender or for such reductions shall be presumed correct absent manifest error. No failure by any Lender to demand compensation for such amounts hereunder shall constitute a waiver of such Lender’s holding company's right to demand such compensation at any time. Such Lender shall, as however, use reasonable efforts to notify the case maybe, Borrower of such claim within 90 days after the officer of such Lender having primary responsibility for this Agreement has obtained knowledge of the events giving rise to such actual, direct reduction, but not any consequential or remote lossesclaim. Any amount or amounts payable by The obligations of the Borrower to a Lender in accordance with the provisions of under this Section shall be paid by Borrower to such Lender within ten (10) days of receipt by Borrower from such Lender survive the termination of the notice described in § 4.7Agreement and the Aggregate Commitments and the payment of the Notes and all other amounts payable under the Loan Documents.

Capital Adequacy. If after (a) In the date hereof, the applicability of event that Agent or any law, rule, regulation, policy, Lender shall have determined that any Applicable Law or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacyadequacy or liquidity, or any change therein, Change in Law or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Issuer or any lending Lender and any corporation or bank controlling Agent or any Lender and the office of or branch where Agent or any Lender), Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, 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 authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent’s and each Lender’s or Lenders’ holding company’s policies, as the case may be, policies with respect to capital adequacyadequacy and liquidity) by an amount reasonably deemed by such Agent or any Lender to be material, then then, from time to time, Borrower Borrowers shall pay upon demand to Agent or such Lender such additional amount or amounts as will compensate Agent or such Lender for such reduction. In determining such amount or amounts, Agent or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, rule, regulation, guideline or condition. (b) A certificate of Agent or such Lender setting forth such amount or amounts as shall be necessary to compensate Agent or such Lender with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error. (c) If Agent or any Lender requests compensation under Section 3.7 or Section 3.9 or if Borrowers are required to pay any additional amount to Agent or any Lender pursuant to Section 3.7 or Section 3.9, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of Agent or such Lender’s holding company, such designation or assignment (i) would eliminate or reduce materially amounts payable pursuant to Section 3.7 or Section 3.9, as the case maybemay be, for such actualin the future, direct reduction, but (ii) would not any consequential subject Agent or remote losses. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section shall be paid by Borrower to such Lender within ten to any unreimbursed cost or expense, (10iii) days of receipt by Borrower from would not require Agent or such Lender of the notice described in § 4.7to take any action inconsistent with its internal policies or legal or regulatory restrictions, and (iv) would not otherwise be disadvantageous to Agent or such Lender.

Capital Adequacy. If after (a) In the date hereofevent that Agent, the applicability of Swing Loan Lender or any law, rule, regulation, policy, Lender shall have determined that any Applicable Law or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, Change in Law or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, 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 lending Lender and any corporation or bank controlling Agent, Swing Loan Lender or any Lender and the office of or branch where Agent, Swing Loan Lender or any Lender), Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, 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 authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent, Swing Loan Lender or any Lender’s 's capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to hereunder (including the Loans or under this Agreement, the Notes or the other Loan Documents making of any Swing Loans) to a level below that which Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent's, Swing Loan Lender’s or Lenders’ holding company’s policies, as the case may be, 's and each Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Agent, Swing Loan Lender or any Lender to be material, then then, from time to time, Borrower Borrowers shall pay upon demand to Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate such Agent, Swing Loan Lender or such Lender’s holding company, as the case maybe, Lender for such actualreduction. In determining such amount or amounts, direct reductionAgent, but not Swing Loan Lender or such Lender may use any consequential reasonable averaging or remote lossesattribution methods. Any The protection of this Section 3.9 shall be available to 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. (b) A certificate of Agent, Swing Loan Lender or such Lender setting forth such amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate Agent, Swing Loan Lender or such Lender within ten (10with respect to Section 3.9(a) days of receipt by Borrower from such Lender of the notice described in § 4.7hereof when delivered to Borrowing Agent shall be conclusive absent manifest error.

Capital Adequacy. If the Lender shall have determined, after the date hereofClosing Date, that the applicability adoption of any applicable law, rule, regulation, policy, regulation or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any the Lender (or any its lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-the Lender’s 's capital (or on the capital of such Lender’s its respective holding company, as the case may be, ) as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which such the Lender (or its holding company) could have achieved but for such adoption, change or compliance (taking into consideration a the Lender’s 's policies or Lenders’ the policies of its holding company’s policies, as the case may be, company with respect to capital adequacy) by an amount reasonably deemed by such the Lender to be material, then from time to time, within 15 days after demand by the Lender, the Borrower shall pay to such the Lender such additional amount or amounts as will shall compensate such the Lender (or such Lender’s its holding company, as the case maybe, ) for such actualreduction. The Lender shall designate a different lending office if such designation will avoid the need for, direct reductionor reduce the amount of, but not any consequential or remote lossessuch compensation and will not, in the judgment of the Lender, be otherwise disadvantageous to the Lender. Any A certificate of the Lender claiming compensation under this Section and setting forth the additional amount or amounts payable by Borrower to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any reduction in return on capital with respect to any period shall not constitute a Lender waiver of the Lender's rights to demand compensation for any reduction in accordance with the provisions return on capital in such period or in any other period. The protection of this Section shall be paid by Borrower available to such the Lender within ten (10) days regardless of receipt by Borrower from such Lender any possible contention of the notice described in § 4.7invalidity or inapplicability of the law, regulation or other condition that shall have been imposed.

Capital Adequacy. If after (a) In the date hereofevent that Agent, the applicability of Swing Loan Lender or any law, rule, regulation, policy, Lender shall have determined that any Applicable Law or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacyadequacy or liquidity, or any change therein, Change in Law or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, 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 lending Lender and any corporation or bank controlling Agent, Swing Loan Lender or any Lender and the office of or branch where Agent, Swing Loan Lender or any Lender), Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, 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 authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent, Swing Loan Lender or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to hereunder (including the Loans or under this Agreement, the Notes or the other Loan Documents making of any Swing Loans) to a level below that which Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent’s, Swing Loan Lender’s or Lenders’ holding companyand each Lender’s policies, as the case may be, policies with respect to capital adequacyadequacy and liquidity) by an amount reasonably deemed by such Agent, Swing Loan Lender or any Lender to be material, then then, from time to time, Borrower Borrowers shall pay upon demand to Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate such Agent, Swing Loan Lender or such Lender’s holding company, as the case maybe, Lender for such actualreduction. In determining such amount or amounts, direct reductionAgent, but not Swing Loan Lender or such Lender may use any consequential reasonable averaging or remote lossesattribution methods. Any The protection of this Section 3.9 shall be available to 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. (b) A certificate of Agent, Swing Loan Lender or such Lender setting forth such amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate Agent, Swing Loan Lender or such Lender within ten (10with respect to Section 3.9(a) days of receipt by Borrower from such Lender of the notice described in § 4.7hereof when delivered to Borrowing Agent shall be conclusive absent manifest error.

Capital Adequacy. If after (a) In the date hereof, the applicability of event that Agent or any Lender or any Issuer shall have determined that any applicable law, rule, regulation, policy, regulation or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, any Lender or any Issuer and any corporation or bank controlling Agent or any Lender or any Issuer) and the office or branch where Agent or any Lender (as so defined) makes or maintains any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, Eurodollar Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent’s and each Lender’s or Lenders’ holding company’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by such Agent or any Lender to be material, then then, from time to time, Borrower Borrowers shall pay upon demand to Agent or such Lender such additional amount or amounts as will compensate Agent or such Lender for such reduction. In determining such amount or amounts, Agent or such Lender’s holding company, as the case maybe, for such actual, direct reduction, but not Lender may use any consequential reasonable averaging or remote lossesattribution methods. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions The protection of this Section 3.9 shall be paid by Borrower available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition. (b) If any Lender becomes entitled to claim any compensation pursuant to Section 3.9(a), it shall notify Borrowing Agent thereof within 180 days after such Lender within ten (10) days of receipt by Borrower from such Lender becomes aware of the notice described nature and extent of such claim and shall notify Agent thereof. A certificate as to any additional amounts payable pursuant hereto submitted by a Lender to Borrowing Agent shall be conclusive absent manifest error. Such certificate shall outline in § 4.7reasonable detail the computation of any amounts claimed by it hereunder and the assumptions underlying such computation. No Lender shall be entitled to any compensation hereunder unless it shall have notified Borrowing Agent that it will demand compensation not later than 180 days after the date on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. If after (a) In the date hereofevent that Agent, the applicability of Swing Loan Lender, any law, rule, regulation, policy, Issuer or any Lender shall have determined that any Applicable Law or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, Change in Law or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, 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 lending Lender and any corporation or bank controlling Agent, Swing Loan Lender, any Issuer or any Lender and the office of or branch where Agent, Swing Loan Lender, any Lender), Issuer or any Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, maintains any LIBOR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent, Swing Loan Lender, any Issuer or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to hereunder (including the Loans or under this Agreement, the Notes or the other Loan Documents making of any Swing Loans) to a level below that which Agent, Swing Loan Lender, such Issuer or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent’s, Swing Loan Lender’s, such Issuer’s and such Lender’s or Lenders’ holding company’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by such Agent, Swing Loan Lender, any Issuer or any Lender to be material, then then, from time to time, Borrower Borrowers shall pay upon demand to Agent, Swing Loan Lender, such Issuer or such Lender such additional amount or amounts as will compensate Agent, Swing Loan Lender, such Issuer or such Lender for such reduction. 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 this Section 3.9 shall be available to Agent, Swing Loan Lender’s holding company, as each Issuer and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the case maybeApplicable Law, for rule, regulation, guideline or condition. (b) A certificate of Agent, Swing Loan Lender, such actual, direct reduction, but not any consequential Issuer or remote losses. Any such Lender setting forth such amount or amounts payable by Borrower as shall be necessary to a compensate Agent, Swing Loan Lender, such Issuer or such Lender in accordance with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error. Failure or delay on the provisions part of Agent, Swing Loan Lender, any Lender or Issuer to demand compensation pursuant to this Section shall not constitute a waiver of such Person’s right to demand such compensation; provided that Borrowers shall not be paid by required to compensate a Person pursuant to this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Person notifies Borrower Agent of the Change in Law giving rise to such Lender within ten increased costs or reductions, and of such Person’s intention to claim compensation therefor (10) days except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of receipt by Borrower from such Lender of the notice described in § 4.7retroactive effect thereof).

Capital Adequacy. If after the date hereof, hereof any Lender or the applicability Administrative Agent determines in good faith that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law)) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the adoption after Administrative Agent or any corporation controlling such Lender or the date hereof of Administrative Agent with any other law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has the effect of reducing the rate of return on a Co-Lender’s capital or on the capital of such Lender’s holding company, as or the case may be, as a consequence of such LenderAdministrative Agent’s obligations commitment with respect to the any Loans or under this Agreement, the Notes or the other Loan Documents to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration a such Lender’s or Lenders’ holding companythe Administrative Agent’s policies, as the case may be, then existing policies with respect to capital adequacy) by an any amount reasonably deemed by such Lender or (as the case may be) the Administrative Agent, in each case determined in good faith, to be material, then from time to time, Borrower shall pay to such Lender or the Administrative Agent may notify the Borrower of such additional fact. To the extent that the amount or amounts as of such reduction in the return on capital is not reflected in the interest payable hereunder, the Borrower and such 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 or 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 such Lender’s holding companyreasonable determination, as the case maybe, for provide adequate compensation. Each Lender shall allocate such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower to a Lender cost increases among its customers in accordance with the provisions of this Section shall be paid by Borrower to such Lender within ten (10) days of receipt by Borrower from such Lender of the notice described in § 4.7good faith and on an equitable basis.

Capital Adequacy. (a) If after the date hereofof this Agreement, the applicability Agent or any Lender shall have determined that any Change in Law has occurred, or that the adoption or effectiveness of any applicable law, rule, regulation, policy, guideline rule or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regulation regarding capital adequacyadequacy of general applicability, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Agent or any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-the Agent's or any Lender’s 's capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which the Agent or such Lender could have achieved but for such Change in Law or such adoption, change or compliance (taking into consideration a the Agent's or such Lender’s or Lenders’ holding company’s policies, as the case may be, 's policies with respect to capital adequacy) by an amount reasonably deemed by the Agent or such Lender to be material, then from time to time, the Borrower shall pay to the Agent or such Lender such additional amount or amounts as will compensate the Agent or such Lender for such reduction. (b) A certificate of the Agent or such Lender’s holding company, as the case maybe, for Lender setting forth such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate the Agent or such Lender within ten (10as specified in Section 5.14(a) days of receipt by hereof and making reference to the applicable law, rule or regulation shall be delivered as soon as practicable to the Borrower from and shall be prima facie evidence thereof. The Borrower shall pay the Agent or such Lender the amount shown as due on any such certificate within fourteen (14) Business Days after the Agent or such Lender delivers such certificate. In preparing such certificate, the Agent or such Lender may employ such assumptions and allocations of costs and expenses as it shall in good ▇▇▇▇▇ ▇▇▇▇ reasonable and may use any reasonable averaging and attribution method. Section 3.8(b) hereof shall apply to the notice described in § 4.7costs assessed under this Section.

Capital Adequacy. If after (a) In the date hereof, the applicability of event that Agent or any law, rule, regulation, policy, Lender shall have determined that any Applicable Law or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent or any lending office of Lender and any corporation or bank controlling Agent or any Lender), ) and the office or branch where Agent or any Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, maintains any Advances with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent’s and each Lender’s or Lenders’ holding company’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by such Agent or any Lender to be material, then then, from time to time, Borrower Borrowers shall pay upon demand to Agent or such Lender such additional amount or amounts as will compensate Agent or such Lender for such reduction. In determining such amount or amounts, Agent or such Lender’s holding company, as Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the case maybe, for Applicable Law or condition. (b) A certificate of Agent or such actual, direct reduction, but not any consequential or remote losses. Any Lender setting forth such amount or amounts payable by Borrower as shall be necessary to a compensate Agent or such Lender in accordance with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive evidence absent manifest error. (c) Failure or delay on the part of Agent or any Lender to demand compensation pursuant to the foregoing provisions of this Section 3.9 shall not constitute a waiver of Agent’s or such L▇▇▇▇▇’s right to demand such compensation, provided that no Credit Party shall be paid by Borrower required to compensate Agent or any Lender pursuant to the foregoing provisions of this Section 3.9 for any reductions suffered more than six months prior to the date that Agent or such Lender notifies Borrowing Agent of the circumstance giving rise to such Lender within ten reductions and of such Lender’s intention to claim compensation therefor (10) days except that, if the circumstance giving rise to such increased costs or reductions involves a change in law that is retroactive, then the six-month period referred to above shall be extended to include the period of receipt by Borrower from such Lender of the notice described in § 4.7retroactive effect thereof).

Capital Adequacy. If after (a) In the date hereofevent that Agent, the applicability of Swing Loan Lender or any law, rule, regulation, policy, Lender shall have determined that any Applicable Law or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, Change in Law or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, 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 lending Lender and any corporation or bank controlling Agent, Swing Loan Lender or any Lender and the office of or branch where Agent, Swing Loan Lender or any Lender), Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, 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 authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent, Swing Loan Lender or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to hereunder (including the Loans or under this Agreement, the Notes or the other Loan Documents making of any Swing Loans) to a level below that which Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent’s, Swing Loan Lender’s or Lenders’ holding companyand each Lender’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by such Agent, Swing Loan Lender or any Lender to be material, then then, from time to time, Borrower Borrowers shall pay upon demand to Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate such Agent, Swing Loan Lender or such Lender’s holding company, as the case maybe, Lender for such actualreduction. In determining such amount or amounts, direct reductionAgent, but Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9(a) shall be available to 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; provided that Borrowers and Guarantors shall not be under any consequential obligation to compensate Agent, Swing Loan Lender, Issuer or remote losses. Any any Lender under this Section 3.9(a) with respect to increased costs or reductions with respect to any period prior to the date that is one hundred eighty (180) days prior to such request; provided, further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any event described in the first sentence of this Section 3.9(a). (b) A certificate of Agent, Swing Loan Lender or such Lender setting forth such amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate Agent, Swing Loan Lender or such Lender within ten (10with respect to Section 3.9(a) days of receipt by Borrower from such Lender of the notice described in § 4.7hereof when delivered to Borrowing Agent shall be conclusive absent manifest error.

Capital Adequacy. If after (a) In the date hereofevent that Agent, Swing Loan Lender, Issuer or any Lender shall have determined that any Change in Law affecting Agent, any Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the applicability of term “Lender” shall include Agent, Swing Loan Lender, Issuer or any lawLender and any corporation or bank controlling Agent, ruleSwing Loan Lender or any Lender and the office or branch where Agent, regulationSwing Loan Lender, policy, guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacyIssuer, or any change therein, Lender makes or maintains any change in any of the foregoing Term SOFR Rate Loans) has or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has would have the effect of reducing the rate of return on a Co-Agent, Swing Loan Lender, Issuer or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to hereunder (including the Loans or under this Agreement, the Notes or the other Loan Documents making of any Swing Loans) to a level below that which Agent, Swing Loan Lender, Issuer or such Lender could have achieved but for such adoption, change or compliance Change in Law (taking into consideration a Agent, Swing Loan Lender’s, Issuer’s and each Lender’s or Lenders’ holding company’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by such Agent, Swing Loan Lender, Issuer or any Lender to be material, then then, from time to time, Borrower Borrowers shall pay upon demand to Agent, Swing Loan Lender, Issuer or such Lender such additional amount or amounts as will compensate Agent, Swing Loan Lender, Issuer or such Lender for such reduction suffered. (b) A certificate of Agent, Swing Loan Lender, Issuer or such Lender’s holding company, as the case maybe, for Lender setting forth such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate Agent, Swing Loan Lender, Issuer or such Lender within ten (10with respect to Section 3.9(a) days of receipt by Borrower from such Lender of the notice described in § 4.7hereof when delivered to Borrowing Agent shall be conclusive absent manifest error.

Capital Adequacy. (a) If after the date hereof, hereof any Lender or the applicability Administrative Agent determines that (i) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law)) regarding capital requirements for Lenders or Lender holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (ii) compliance by such Lender or the adoption after Administrative Agent or any corporation controlling such Lender or the date hereof of Administrative Agent with any other law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has the effect of reducing the rate of return on a Co-Lender’s capital or on the capital of such Lender’s holding company, as 's or the case may be, as a consequence of such Lender’s obligations Administrative Agent's commitment with respect to the any Loans or under this Agreement, the Notes or the other Loan Documents to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or the Administrative Agent's then existing policies with respect to capital 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 such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the Borrower agrees to pay such Lender or (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or (as the case may be) the Administrative Agent of a certificate in accordance with Section 6.9 hereof. Each Lender shall allocate such cost increases among its customers in good faith and on an equitable basis. (b) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 6.2.2, 6.6 or 6.7 with respect to such Lender, it will, if requested in writing by the Borrower, use commercially reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided, that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage; provided, further, that nothing in this Section 6.7 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender or the Agent pursuant to Sections 6.2.2, 6.6 or 6.7. 49 -41- (c) Upon receipt by the Borrower from any Lender (an "Affected Lender") of a claim under Sections 6.2.2, 6.6. or 6.7, the Borrower may: (i) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender's Loans and Revolving Credit Commitment, as applicable provided that no Lender shall be required to accede to any such request; or (ii) replace such Affected Lender with another Lender or an Eligible Assignee; provided that (A) such other Lender or other lending institute agrees to be the replacement Lender, (B) such replacement does not conflict with any requirement of law, (C) no Default or Event of Default shall have occurred and be continuing at the time of such replacement, (D) the Borrower shall repay (or the replacement Lender shall purchase, at par) all Loans, accrued interest and other amounts owing to such replaced Lender prior to the date of replacement, (E) the Borrower shall be liable to such replaced Lender in accordance with Section 6.9 with respect to any prepayment or purchase of Eurodollar Rate Loans, (F) the replacement Lender, if not already a Lender’s , shall be an Eligible Assignee, (G) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 16 (provided that the Borrower or Lenders’ holding company’s policiesthe replacement Lender shall be obligated to pay the registration and processing fee) and (H) the Borrower shall pay all additional amounts (if any) required pursuant to Sections 6.2.2, 6.6 or 6.7, as the case may be, with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, Borrower shall pay to such Lender the extent such additional amount amounts were incurred on or amounts as will compensate prior to the consummation of such Lender or such Lender’s holding company, as the case maybe, for such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section shall be paid by Borrower to such Lender within ten (10) days of receipt by Borrower from such Lender of the notice described in § 4.7replacement.

Capital Adequacy. If after the date hereof, the applicability of any present or future law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), ) or the adoption after interpretation thereof by a court or governmental authority with appropriate jurisdiction affects the date hereof amount of any other law, rule, regulation, policy, guideline capital required or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance expected to be maintained by any Lender (or the Administrative Agent or any lending office corporation controlling such Lender or the Administrative Agent and such Lender or the Administrative Agent determines that the amount of capital required to be maintained by it is increased by or based upon the existence of such Lender's or the Administrative Agent's commitment with respect to any Loans, which has or would have the effect of reducing the return on the Lender)'s or Administrative Agent's capital to a level below that which the Lender or Administrative Agent could have achieved (taking into consideration the Lender's or Administrative Agent's then existing policies with respect to capital adequacy and assuming full utilization of the Lender's or Administrative Agent's capital) but for such adoption, change or compliance, by an amount deemed by the Lender to be material, then such Lender or the Administrative Agent shall promptly notify Borrower of such fact. Such a notice shall be accompanied by a certificate which will set forth in reasonable detail the nature of the occurrence giving rise to such compensation and the additional amount or amounts to be paid to it hereunder. To the extent that the costs of such increased capital requirements are not reflected in the Base Rate or LIBOR Rate, as the case may be, (if relating to Loans), Borrower and such Lender or by a Lender’s holding company, (as the case may be) the Administrative Agent shall thereafter attempt to negotiate in good faith, with any request or directive regarding capital adequacy within fifteen (whether or not having 15) days of the force of law) of any day on which Borrower receives such authoritynotice, central bank or comparable agency, has the effect of reducing the rate of return on a Co-Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents to a level below an adjustment payable hereunder that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Lender’s or Lenders’ holding company’s policies, as the case may be, with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, Borrower shall pay to such Lender such additional amount or amounts as will adequately compensate such Lender or the Administrative Agent in light of these circumstances. If Borrower and such Lender’s holding company, as Lender or the case maybe, for such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower Administrative Agent are unable to a Lender in accordance with the provisions of this Section shall be paid by Borrower agree to such Lender adjustment within ten fifteen (1015) days of receipt the date on which Borrower 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 Borrower from an amount that will, in such Lender's or the Administrative Agent's reasonable determination, provide adequate compensation. Each Lender of and the notice described Administrative Agent shall allocate such cost increases in § 4.7good faith and on an equitable basis.

Capital Adequacy. If after (a) In the date hereof, the applicability of event that Agent or any law, rule, regulation, policy, Lender shall have determined that any Applicable Law or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change thereinChange in Law, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent or any lending office of Lender and any corporation or bank controlling Agent or any Lender), ) and the office or branch where Agent or any Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, maintains any Eurodollar Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent’s and each Lender’s or Lenders’ holding company’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by such Agent or any Lender to be material, then then, from time to time, Borrower shall pay upon demand to Agent or such Lender such additional amount or amounts as will compensate Agent or such Lender for such reduction. In determining such amount or amounts, Agent or such Lender’s holding company, as Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the case maybe, for Applicable Law or condition. (b) A certificate of Agent or such actual, direct reduction, but not any consequential or remote losses. Any Lender setting forth such amount or amounts payable by as shall be necessary to compensate Agent or such Lender with respect to Section 3.9(a) hereof when delivered to Borrower shall be conclusive absent manifest error. (c) Failure or delay on the part of any Lender to a Lender in accordance with demand compensation pursuant to the foregoing provisions of this Section 3.9 shall be paid by Borrower not constitute a waiver of such Lender’s right to demand such Lender within ten (10) days of receipt by Borrower from such Lender of the notice described in § 4.7compensation.

Capital Adequacy. (a) If after the date hereofof this Agreement, the applicability Agent or any Lender shall have determined that the adoption or effectiveness of any applicable law, rule, regulation, policy, guideline rule or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regulation regarding capital adequacyadequacy of general applicability, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Agent or any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-the Agent's or any Lender’s 's capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which the Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a the Agent's or such Lender’s or Lenders’ holding company’s policies, as the case may be, 's policies with respect to capital adequacy) by an amount reasonably deemed by the Agent or such Lender to be material, then from time to time, the Borrower shall pay to the Agent or such Lender such additional amount or amounts as will compensate the Agent or such Lender for such reduction. (b) A certificate of the Agent or such Lender’s holding company, as the case maybe, for Lender setting forth such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate the Agent or such Lender within ten (10as specified in Section 5.14(a) days of receipt by hereof and making reference to the applicable law, rule or regulation shall be delivered as soon as practicable to the Borrower from and shall be prima facie evidence thereof. The Borrower shall pay the Agent or such Lender the amount shown as due on any such certificate within fourteen (14) Business Days after the Agent or such Lender delivers such certificate. In preparing such certificate, the Agent or such Lender may employ such assumptions and allocations of the notice described costs and expenses as it shall in § 4.7good f▇▇▇▇ ▇▇▇▇ reasonable and may use any reasonable averaging and attribution method.

Capital Adequacy. If any Bank or any Fronting Bank shall have determined that, after the date hereof, the applicability of due to any law, rule, regulation, policy, guideline or directive (whether or not having the force of law), Change in Law or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacyof, or any change thereinin, any applicable law, rule or regulation regarding capital adequacy or liquidity ratios or requirements, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Lender’s capital or on the capital of such LenderBank or such Fronting Bank (or such Bank’s holding company, as the case may be, or Fronting Bank’s Parent) as a consequence of such Lender’s obligations with respect to the Loans or under this Agreement, the Notes Loan Commitments of such Bank or the other Loan Documents Loans made, or participations in Letters of Credit held, by such Bank, or the Letters of Credit issued by such Fronting Bank, or such Bank’s or Fronting Bank’s obligations hereunder, to a level below that which such Lender Bank or Fronting Bank (or such Bank’s or Fronting Bank’s Parent) could have achieved but for such Change in Law or adoption, change change, request or compliance directive (taking into consideration a Lender’s or Lenders’ holding company’s policies, as the case may be, its policies with respect to capital adequacyadequacy and liquidity) by an amount reasonably deemed by such Lender Bank to be material, then from time to time, within fifteen (15) days after demand by such Bank or Fronting Bank (with a copy to Administrative Agent), Borrower shall pay to such Lender Bank or Fronting Bank, as the case may be, such additional amount or amounts as will compensate such Lender Bank or such LenderFronting Bank (or such Bank’s holding companyor such Fronting Bank’s Parent) for any such reduction suffered. A certificate of any Bank or Fronting Bank claiming compensation under this Section, setting forth in reasonable detail the basis therefor and the amount or amounts necessary to compensate such Bank or Fronting Bank (or such Bank’s or Fronting Bank’s Parent), as the case maybemay be, for such actual, direct reduction, but not any consequential or remote lossesshall be conclusive absent manifest error. Any amount or amounts payable by The obligations of Borrower to a Lender in accordance with the provisions of under this Section shall be paid by Borrower survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments in respect of the period prior to such Lender within ten (10) days of receipt by Borrower from such Lender of the notice described in § 4.7termination.

Capital Adequacy. If To the extent not covered by Article III hereof, if Lender shall have determined, after the date hereofClosing Date, that the applicability adoption of any applicable law, rule, regulation, policy, regulation or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authority, central bank Lender or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any its lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank Lender or comparable agency, has or would have the effect of reducing the rate of return on a Co-Lender’s 's capital (or on the capital of such Lender’s its holding company, as the case may be, ) as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which such Lender (or its holding company) could have achieved but for such adoption, change or compliance (taking into consideration a Lender’s 's policies or Lenders’ the policies of its holding company’s policies, as the case may be, company with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by Lender, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or such Lender’s its holding company, as the case maybe, ) for such actualreduction. Lender shall designate a different lending office if such designation will avoid the need for, direct reductionor reduce the amount of, but not any consequential or remote lossessuch compensation and will not, in the judgment of Lender, be otherwise disadvantageous to Lender. Any A certificate of Lender claiming compensation under this Section and setting forth the additional amount or amounts payable by Borrower 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 Lender waiver of Lender's rights to demand compensation for any reduction in accordance with the provisions return on capital in such period or in any other period. The protection of this Section shall be paid by Borrower available to such Lender within ten (10) days regardless of receipt by Borrower from such Lender any possible contention of the notice described in § 4.7invalidity or inapplicability of the law, regulation or other condition which shall have been imposed.

Capital Adequacy. If after the date hereof, hereof any Lender or the applicability Administrative Agent determines that (a) the adoption of or change after the Closing Date in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law)) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the adoption after Administrative Agent or any corporation controlling such Lender or the date hereof of Administrative Agent with any other law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has the effect of reducing the rate of return on a Co-Lender’s capital or on the capital of such Lender’s holding company, as or the case may be, as a consequence of such LenderAdministrative Agent’s obligations commitment with respect to the any Loans or under this Agreement, the Notes or the other Loan Documents to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration a such Lender’s or Lenders’ holding companythe Administrative Agent’s policies, then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or (as the case may be, with respect to capital adequacy) by an amount reasonably deemed by such Lender the Administrative Agent to be material, then from time to time, Borrower shall pay to such Lender or the Administrative Agent may notify the Borrower of such additional fact. To the extent that the amount or amounts as of such reduction in the return on capital is not reflected in the Base Rate, the Borrower and such 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 or 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 such Lender’s holding companyreasonable determination, as the case maybe, for provide adequate compensation. Each Lender shall allocate such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower to a Lender cost increases among its customers in accordance with the provisions of this Section shall be paid by Borrower to such Lender within ten (10) days of receipt by Borrower from such Lender of the notice described in § 4.7good faith and on an equitable basis.

Capital Adequacy. If after the date hereofAgreement Date, (a) the applicability ---------------- introduction of or any change in or in the interpretation of any law, rulerule or regulation or (b) compliance by a Lender with any law, regulation, policy, rule or regulation or any guideline or directive (whether or not having the force of law), or the adoption after the date hereof of request from any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy other governmental authority (whether or not having the force of law) adopted or promulgated after the Agreement Date affects or would affect the amount of capital required or expected to be maintained by a Lender or any corporation controlling such authorityLender, central bank and such Lender determines that the amount of such capital is increased by or comparable agency, has based upon the effect of reducing the rate of return on a Co-Lender’s capital or on the capital existence of such Lender’s holding company's commitment or Advances hereunder and other commitments or advances of such Lender of this type, then, within 30 days after 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, to the case may be, as a consequence extent that such Lender reasonably determines in good faith such increase in capital to be allocable to the existence of such Lender’s obligations with respect 's Commitments hereunder. A certificate as to any additional amounts payable to any Lender under this Section 9.5 submitted to the Loans or under this Agreement, the Notes or the other Loan Documents to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Lender’s or Lenders’ holding company’s policies, as the case may be, with respect to capital adequacy) by an amount reasonably deemed Borrower by such Lender to be material, then from time to time, Borrower shall pay to ----------- certify that such Lender such additional amount or amounts as will compensate were actually incurred by such Lender or corporation controlling such Lender and shall show in reasonable detail an accounting of the amount payable and the calculations used to determine in good faith such amount and shall be conclusive absent manifest or demonstrable error. In determining such amount, such Lender or a corporation controlling such Lender may use any reasonable averaging and attribution methods. Notwithstanding the foregoing, nothing in this Section 9.5 shall provide the Borrower or any Subsidiary of the ----------- Borrower the right to inspect the records, files or books of any Lender or any corporation controlling such Lender’s holding company, as the case maybe, for such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section shall be paid by Borrower to such Lender within ten (10) days of receipt by Borrower from such Lender of the notice described in § 4.7.

Capital Adequacy. If any Lender shall have reasonably determined that the adoption (after the date hereof, the applicability Agreement Date) of any law, rule, regulation, policy, guideline Applicable Law regarding the capital adequacy of banks or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change thereinbank holding companies, or any change in Applicable Law (whether adopted before or after the Agreement Date) or any of the foregoing or change in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any such Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, 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 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 a Co-Lender’s capital or on the capital of such Lender’s holding company, as the case may be, 's capital as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which such Lender it could have achieved but for such adoption, change or compliance (taking into consideration a such Lender’s or Lenders’ holding company’s policies, as the case may be, 's policies with respect to capital adequacyadequacy 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 such Lender shall promptly notify the Borrower of such adoption, compliance, or change. Within sixty (60) days of written notice 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 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, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company, as the case maybe, for such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section shall be paid by Borrower to such Lender time within ten (10) days of receipt demand by Borrower from such Lender, promptly pay to such Lender, or its applicable bank holding company or parent, such additional amounts (other than income taxes) as shall be sufficient to compensate such Lender for such reduced return, together with interest on such amount from the fourth (4th) day after the date of demand until payment in full thereof at the notice described Base Rate plus the Applicable Margin in § 4.7effect for Base Rate Advances under the Revolving Commitment. 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 conclusive, absent manifest error.

Capital Adequacy. If (a) In the event that the Agent or any Lender shall have determined that, (a) the introduction after the date hereof, the applicability of this Agreement of any law, ruletreaty, rule or regulation, policyor any change therein after the date of this Agreement, guideline (b) any change after the date of this Agreement in the interpretation or administration of any law, treaty, rule or regulation by any central bank or other governmental authority or (c) the compliance by the Agent, any Lender or the Issuer with any guideline, request or directive from any central bank or other governmental authority (whether or not having the force of law), or the adoption Law) after the date hereof of any other lawthis Agreement (for purposes of this Section 3.9, rule, regulation, policy, guideline or directive regarding capital adequacy, the term “Lender” shall include the Agent or any change therein, Lender and any corporation or bank controlling the Agent or any change in any of Lender) and the foregoing office or in branch where the interpretation Agent or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (as so defined) makes or maintains any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyLibor Rate Loans, has or would have the effect of reducing the rate of return on a Co-the Agent or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which the Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a the Agent’s and each Lender’s or Lenders’ holding company’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by such the Agent or any Lender to be material, then then, from time to time, Borrower the Borrowers shall pay upon demand to the Agent or such Lender such additional amount or amounts as will compensate the Agent or such Lender for such reduction. In determining such amount or amounts, the Agent or such Lender’s holding companyLender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to the Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, as regulation or condition. (b) A certificate of the case maybe, for Agent or such actual, direct reduction, but not any consequential or remote losses. Any Lender setting forth such amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate the Agent or such Lender within ten (10with respect to Section 3.9(a) days of receipt by Borrower from such Lender of hereof when delivered to the notice described in § 4.7Borrowers shall be presumed correct absent manifest error.

Capital Adequacy. If after (a) In the date hereofevent that the Agent, the applicability of Issuer or any law, rule, regulation, policy, Lender shall have determined that any Applicable Law or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, Change in Law or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Agent, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Issuer or any lending Lender and any corporation or bank controlling the Agent, Issuer or any Lender and the office of or branch where the Agent, Issuer or any Lender), as the case may be, Lender makes or by a Lender’s holding company, as the case may be, maintains any BSBYTerm SOFR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-the Agent’s, Issuer’s or such Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which such the Agent, Issuer or any Lender could have achieved but for such adoption, change or compliance (taking into consideration a the Agent’s, Issuer’s and each Lender’s or Lenders’ holding company’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by such the Agent, Issuer or any Lender to be material, then then, from time to time, Borrower Borrowers shall pay upon demand to such the Agent, Issuer or any Lender such additional amount or amounts as will compensate the Agent, Issuer or any Lender for such reduction; provided that, Borrower shall not be required to pay any such amounts to the extent requested more than 180 days after the occurrence of the event giving rise thereto. In determining such amount or amounts, the Agent, Issuer, or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to the Agent, Issuer and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, rule, regulation, guideline or condition. (b) A certificate of the Agent, Issuer or such Lender’s holding company, as the case maybe, for Lender setting forth such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate the Agent, Issuer or such Lender within ten (10with respect to Section 3.9(a) days of receipt by Borrower from such Lender of the notice described in § 4.7hereof when delivered to Borrowing Representative shall be presumed correct absent manifest error.

Capital Adequacy. If after (a) In the date hereof, the applicability of event that Agent or any Lender shall have determined that any applicable law, rule, regulation, policy, regulation or guideline or directive (whether or not having the force of law), or the adoption first made effective after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of after the foregoing or date hereof in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender (for purposes of this Section 3.8, the term "Lender" shall include Agent or any lending office of Lender and any corporation or bank controlling Agent or any Lender), ) and the office or branch where Agent or any Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, maintains any Eurodollar Rate Loans with any request or directive first made effective after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent or any Lender’s 's capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent's and each Lender’s or Lenders’ holding company’s policies, as the case may be, 's policies with respect to capital adequacy) by an amount reasonably deemed by such Agent or any Lender to be material, then then, from time to time, Borrower Borrowers shall pay to within five (5) Business Days of written demand from Agent or such Lender such additional amount or amounts as will compensate Agent or such Lender for such reduction. In determining such amount or amounts, Agent or such Lender’s holding companyLender may use any reasonable averaging or attribution methods. The protection of this Section 3.8 shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, as the case maybe, for regulation or condition. (b) A certificate of Agent or such actual, direct reduction, but not any consequential or remote losses. Any Lender setting forth such amount or amounts payable by Borrower as shall be necessary to compensate Agent or such Lender with respect to Section 3.8(a) hereof when delivered to Borrowers shall be conclusive absent manifest error. Such certificate shall set forth in reasonable detail a Lender in accordance with calculation of the amount due and the Agent's or Lender's reasons for invoking the provisions of this Section shall be paid by Borrower to such Lender within ten (10) days of receipt by Borrower from such Lender of the notice described in § 4.73.8 hereof.

Capital Adequacy. If after (a) In the date hereof, the applicability of event that Agent or any law, rule, regulation, policy, guideline or directive (whether or not having the force of law), or the adoption after the date hereof of Lender shall have determined that any other law, rule, regulation, policy, guideline or directive Change in Law regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing adequacy by any domestic or foreign governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent or any lending office of Lender and any corporation or bank controlling Agent or any Lender), ) and the office or branch where Agent or any Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, maintains any Eurodollar Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent’s and each Lender’s or Lenders’ holding company’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by such Agent or any Lender to be material, then then, from time to time, Borrower Borrowers shall pay upon demand to Agent or such Lender such additional amount or amounts as will compensate Agent or such Lender for such reduction. In determining such amount or amounts, Agent or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law or condition. For purposes of this definition, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed to have been adopted and gone into effect after the date of this Agreement. (b) A certificate of Agent or such Lender setting forth such amount or amounts as shall be necessary to compensate Agent or such Lender with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error; provided that Borrowers shall not be required to compensate a Lender or an Issuer pursuant to this Section for any reductions suffered more than 180 days prior to the date that such Lender or such Lender’s holding companyIssuer, as the case maybemay be, for notifies the applicable Borrower of the change in Applicable Law giving rise to such actualreductions and of such Lender’s or such Issuer’s intention to claim compensation therefor (except that, direct reductionif the change in Applicable Law giving rise to such increased costs or reductions is retroactive, but not any consequential or remote losses. Any amount or amounts payable by Borrower then the 180-day period referred to a Lender in accordance with the provisions of this Section above shall be paid by Borrower extended to such Lender within ten (10) days include the period of receipt by Borrower from such Lender of the notice described in § 4.7retroactive effect thereof).

Capital Adequacy. If after (a) In the date hereof, the applicability of event that Agent or any law, rule, regulation, policy, Lender shall have determined that any Applicable Law or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, Change in Law or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by ChangePro Comparison of ABL and PNC - Exhibit A to Third Amendment 10/3/2016 Agent or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent or any lending office of Lender and any corporation or bank controlling Agent or any Lender), ) and the office or branch where Agent or any Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, maintains any Eurodollar Rate Loans ) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent’s and each Lender’s or Lenders’ holding company’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by such Agent or any Lender to be material, then then, from time to time, Borrower Borrowers shall pay upon demand to Agent or such Lender such additional amount or amounts as will compensate Agent or such Lender for such reduction. In determining such amount or amounts, Agent or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, regulation or condition. However, notwithstanding anything contained in the foregoing, neither Agent or any Lender shall make a demand on Borrowers for any additional amounts under this Section 3.9 unless Agent or such Lender (as applicable) shall have (to the extent Agent or such Lender is legally entitled to) requested payment of similar additional amounts from all of its borrowers and customers that are similarly situated to Borrowers. (b) A certificate of Agent or such Lender setting forth such amount or amounts as shall be necessary to compensate Agent or such Lender with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error. (c) Notwithstanding anything to the contrary contained herein, the Borrowers shall not be required to compensate Agent or any Lender pursuant to this Section 3.9 for any reductions in return incurred more than 270 days prior to the date that Agent or such Lender notifies Borrowing Agent of such law, rule, regulation or guideline giving rise to such reductions and of Agent’s or such Lender’s holding company, as the case maybe, for such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower intention to a Lender in accordance with the provisions of this Section shall be paid by Borrower to such Lender within ten (10) days of receipt by Borrower from such Lender of the notice described in § 4.7claim compensation therefore.

Capital Adequacy. If after (a) In the date hereof, the applicability of event that Agent or any Lender shall have determined that any applicable law, rule, regulation, policy, regulation or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender (for purposes of this Section 3.7, the term "Lender" shall include Agent or any lending office of Lender and any corporation or bank controlling Agent or any Lender), as the case may be, or by a Lender’s holding company, as the case may be, ) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent or any Lender’s 's capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent's and each Lender’s or Lenders’ holding company’s policies, as the case may be, 's policies with respect to capital adequacy) by an amount reasonably deemed by such Agent or any Lender to be material, then then, from time to time, Borrower shall pay upon demand to Agent or such Lender such additional amount or amounts as will compensate Agent or such Lender for such reduction. In determining such amount or amounts, Agent or such Lender’s holding companyLender may use any reasonable averaging or attribution methods. The protection of this Section 3.7 shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, as the case maybe, for regulation or condition. (b) A certificate of Agent or such actual, direct reduction, but not any consequential or remote losses. Any Lender setting forth such amount or amounts payable by as shall be necessary to compensate Agent or such Lender with respect to Section 3.7(a) hereof when delivered to Borrower shall be conclusive absent manifest error. (c) If Agent or any Lender is owed such additional amounts or amounts at any one time pursuant to a Lender Section 3.7(a) hereof in accordance with excess of three-fourths of one percent (3/4 of 1%) of the average daily balance of Advances for the preceding 30 days, then the Borrower shall have the right to terminate this Agreement, subject to the terms and provisions of Section 13.1 of this Section Agreement; provided, however, (i) no such termination shall be effective until Borrower has paid by Borrower to such Lender within ten (10) days of receipt by Borrower from such Lender all of the notice Obligations (except as set forth in clause (ii) below) in immediately available funds and (ii) Borrower shall not be obligated to pay to Lenders any early termination fee described in § 4.7Section 13.1 of this Agreement.

Capital Adequacy. If after (a) In the date hereof, the applicability of event that Lender shall have determined that any applicable law, rule, regulation, policy, regulation or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (for purposes of this Section 3.8, the term "Lender" shall include Lender and any corporation or bank controlling Lender and the office or branch where Lender (as so defined) makes or maintains any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, Eurodollar Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Lender’s 's capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect hereunder (but not as a general regulatory condition generally applicable to the Loans or under this Agreement, the Notes or the other Loan Documents lending institutions) to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Lender’s or Lenders’ holding company’s policies, as the case may be, 's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then then, from time to time, Borrower Borrowers shall pay upon demand to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company, as the case maybe, for such actualreduction. In determining such amount or amounts, direct reductionLender may use any reasonable averaging or attribution methods. The protection of this Section 3.8 shall be available to Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, but not any consequential regulation or remote losses. Any condition. (b) A certificate of Lender setting forth such amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to such compensate Lender within ten (10with respect to Section 3.8(a) days of receipt by Borrower from such Lender of the notice described in § 4.7hereof when delivered to Borrowing Agent shall be conclusive absent manifest error.

Capital Adequacy. If after (a) In the date hereofevent that Agent, the applicability of any Lender or Issuer shall have determined that any applicable law, rule, regulation, policy, regulation or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, any Lender or Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, any Lender or Issuer and any lending corporation or bank controlling Agent, any Lender or Issuer) and the office of or branch where Agent, any Lender), Lender or Issuer (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, maintains any Eurodollar Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent’s, any Lender’s or Issuer’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which Agent, such Lender or Issuer could have achieved but for such adoption, change or compliance (taking into consideration a Agent’s, each Lender’s or Lenders’ holding companyand Issuer’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by such Agent, any Lender or Issuer to be material, then then, from time to time, Borrower Borrowers shall pay upon demand to Agent, such Lender or Issuer such additional amount or amounts as will compensate Agent, such Lender or such Lender’s holding company, as the case maybe, Issuer for such actualreduction. In determining such amount or amounts, direct reductionAgent, but not such Lender or Issuer may use any consequential reasonable averaging or remote lossesattribution methods. The protection of this Section 3.9 shall be available to Agent, each Lender and Issuer regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition. Any such demand shall include a brief summary of the basis for such demand. (b) A certificate of Agent, such Lender or Issuer setting forth such amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate Agent, such Lender within ten (10or Issuer with respect to Section 3.9(a) days of receipt by Borrower from such Lender of the notice described in § 4.7hereof when delivered to Borrowing Agent shall be conclusive absent manifest error.

Capital Adequacy. If after the date hereofhereof any Lender, the applicability Administrative Agent or the Issuing Bank determines that (i) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law)) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a court or governmental authority with appropriate jurisdiction, or (ii) compliance by such Lender, the adoption after Administrative Agent or the date hereof of Issuing Bank or any other corporation controlling such Lender, the Administrative Agent or the Issuing Bank with any law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has the effect of reducing the rate of return on a Co-Lender’s capital or on the capital of such Lender’s holding company's, as the case may be, as a consequence of such Lender’s obligations Administrative Agent's or the Issuing Bank's commitment with respect to the any Loans or under this Agreement, the Notes or the other Loan Documents to a level below that which such Lender Lender, the Administrative Agent or the Issuing Bank could have achieved but for such adoption, change or compliance (taking into consideration a such Lender’s 's, the Administrative Agent's or Lenders’ holding company’s policies, as the case may be, Issuing Bank's then existing policies with respect to capital adequacyadequacy and assuming full utilization of such entity's capital) by an any amount reasonably deemed by such Lender Lender, the Administrative Agent or the Issuing Bank to be material, then from time to timesuch Lender, the Administrative Agent or the Issuing Bank may notify the Borrower shall pay to of such fact upon presentation of a certificate in accordance with ss.5.9 hereof. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the Borrower and such Lender shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such additional amount or amounts as notice, an adjustment to the compensation payable hereunder which 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 Administrative Agent's, Issuing Bank's or such Lender’s holding company's reasonable determination, as provide adequate compensation; PROVIDED that the case maybeBorrower shall not be liable to any Lender, the Administrative Agent or the Issuing Bank for such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section shall be paid by Borrower to such Lender within ten costs incurred more than one hundred and twenty (10120) days of prior to receipt by the Borrower from of such notice. Each Lender of the notice described shall allocate such cost increases among its customers in § 4.7good faith and on an equitable basis.

Capital Adequacy. If after the date hereof, hereof any Lender or the applicability Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law)) (provided that, with respect to requests, directives, instructions and notices not having the force of law, the Lenders shall act in good faith and in a consistent manner with respect to compliance with any such request, directive, instruction or notice) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a court or governmental authority with appropriate jurisdiction, or (b) compliance by such Lender or the adoption after Agent or any corporation controlling such Lender or the date hereof of Agent with any other law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy (whether or not having the force of law) (provided that, with respect to requests, directives, instructions and notices not having the force of law, the Lenders shall act in good faith and in a consistent manner with respect to compliance with any such request, directive, instruction or notice) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has the effect of reducing the rate of return on a Co-Lender’s capital or on the capital of such Lender’s holding company, as 's or the case may be, as a consequence of such Lender’s obligations Agent's commitment with respect to the any Loans or under this Agreement, the Notes or the other Loan Documents Bankers' Acceptances to a level below that which such Lender or the Agent could have achieved but for such adoption, change or compliance (taking into consideration a such Lender’s 's or Lenders’ holding company’s policies, the Agent's then existing policies with respect to capital adequacy and assuming full utilization of such entity's capital) by any amount deemed by such Lender or (as the case may be, with respect to capital adequacy) by an amount reasonably deemed by such Lender the Agent to be material, then from time to time, Borrower shall pay to such Lender or the Agent may notify the Borrowers of such additional fact. To the extent that the amount or amounts as of such reduction in the return on capital is not reflected in the Base Rate, ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇, on behalf of the Borrowers and such 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 or in light of these circumstances. If ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ and such Lender’s holding company, as the case maybe, for such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower Lender are unable to a Lender in accordance with the provisions of this Section shall be paid by Borrower agree to such Lender adjustment within ten thirty (1030) days of receipt 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 Borrower from an amount that will, in such Lender's reasonable determination, provide adequate compensation. Each Lender of the notice described shall allocate such cost increases among its customers in § 4.7good faith and on an equitable basis.

Capital Adequacy. If after the date hereofAgreement Date, (a) the applicability ---------------- introduction of or any change in or in the interpretation of any law, rulerule or regulation or (b) compliance by a Lender with any law, regulation, policy, rule or regulation or any guideline or directive (whether or not having the force of law), or the adoption after the date hereof of request from any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy other governmental authority (whether or not having the force of law) adopted or promulgated after the Agreement Date affects or would affect the amount of capital required or expected to be maintained by a Lender or any corporation controlling such authorityLender, central bank and such Lender determines that the amount of such capital is increased by or comparable agency, has based upon the effect of reducing the rate of return on a Co-Lender’s capital or on the capital existence of such Lender’s holding company's commitment or Advances hereunder and other commitments or advances of such Lender of this type, then, within 5 Business Days after 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, to the case may be, as a consequence extent that such Lender reasonably determines in good faith such increase in capital to be allocable to the existence of such Lender’s obligations with respect 's Commitments hereunder. A certificate as to any additional amounts payable to any Lender under this Section 9.5 submitted to the Loans or under this Agreement, the Notes or the other Loan Documents to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Lender’s or Lenders’ holding company’s policies, as the case may be, with respect to capital adequacy) by an amount reasonably deemed Borrower by such Lender to be material, then from time to time, Borrower shall pay to ----------- certify that such Lender such additional amount or amounts as will compensate were actually incurred by such Lender or corporation controlling such Lender and shall show in reasonable detail an accounting of the amount payable and the calculations used to determine in good faith such amount and shall be conclusive absent manifest or demonstrable error. In determining such amount, such Lender or a corporation controlling such Lender may use any reasonable averaging and attribution methods. Notwithstanding the foregoing, nothing in this Section 9.5 shall provide the Borrower or any Subsidiary of the ----------- Borrower the right to inspect the records, files or books of any Lender or any corporation controlling such Lender’s holding company, as the case maybe, for such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section shall be paid by Borrower to such Lender within ten (10) days of receipt by Borrower from such Lender of the notice described in § 4.7.

Capital Adequacy. If after the date hereof, the applicability of any law, rule, regulation, policy, Lender or Issuing Lender determines in good faith that compliance with any Legal Requirement or any guideline or directive (whether or not having the force of law), or the adoption after the date hereof of request from any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy other Governmental Authority (whether or not having the force of law) implemented or effective after the date of any this Agreement affects or would affect the amount of capital required or expected to be maintained by such authorityLender or Issuing Lender and that the amount of such capital is increased by or based upon the existence of Advances made by such Lender, central bank the existence of Letters of Credit issued or comparable agencyparticipated in by such Lender or Issuing Lender, has the effect of reducing the rate of return on a Co-Lender’s capital or on the capital existence of such Lender’s holding companycommitment to lend or Issuing Lender’s commitment to issue Letters of Credit or any Lender’s commitment to risk participate in Letters of Credit and other commitments of this type, then, upon 30 days prior written notice by such Lender or Issuing Lender (with a copy of any such demand to the Administrative Agent), the Borrower shall promptly pay to the Administrative Agent for the account of such Lender or to Issuing Lender, as the case may be, from time to time as a consequence specified by such Lender or Issuing Lender, additional amounts (without duplication of any other amounts payable in respect of increased costs) sufficient to compensate such Lender or Issuing Lender, in light of such circumstances, (i) with respect to such Lender, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s obligations commitment to lend under this Agreement or its commitment to risk participate in Letters of Credit or its having made Advances or participated in Letters of Credit and (ii) with respect to such Issuing Lender, to the Loans extent that such Issuing Lender reasonably determines such increase in capital to be allocable to its commitment to issue or under this Agreement, to the Notes issuance or maintenance of the other Loan Documents Letters of Credit. A certificate as to a level below that which such Lender could have achieved but for amounts and detailing the calculation of such adoption, change or compliance (taking into consideration a Lender’s or Lenders’ holding company’s policies, as amounts submitted to the case may be, with respect to capital adequacy) by an amount reasonably deemed Borrower by such Lender to be material, then from time to time, Borrower shall pay to such or Issuing Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company, as the case maybe, for such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section shall be paid by Borrower to such Lender within ten (10) days of receipt by Borrower from such Lender of the notice described in § 4.7conclusive and binding for all purposes, absent manifest error.

Capital Adequacy. If after (a) In the date hereofevent that Agent, the applicability of any Lender or Term Lender shall have determined that any applicable law, rule, regulation, policy, regulation or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Term Lender or any Lender (for purposes of this Section 3.8, the term “Lender” shall include Agent or any lending Lender or Term Lender and any corporation or bank controlling Agent or any Lender or Term Lender) and the office of or branch where Agent or any Lender), Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, maintains any Eurodollar Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent, Term Lender or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which Agent, Term Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent’s, Term Lender’s or Lenders’ holding companyand each Lender’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by such Agent, Term Lender or any Lender to be material, then then, from time to time, Borrower shall pay upon demand to Agent, Term Lender or such Lender such additional amount or amounts as will compensate such Agent, Term Lender or such Lender’s holding company, as the case maybe, Lender for such actualreduction. In determining such amount or amounts, direct reductionAgent or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.8 shall be available to Agent, but not Term Lender and each Lender regardless of any consequential possible contention of invalidity or remote losses. Any inapplicability with respect to the applicable law, regulation or condition. (b) A certificate of Agent, Term Lender or such Lender setting forth such amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate Agent, Term Lender or such Lender within ten (10with respect to Section 3.8(a) days of receipt by when delivered to Borrower from such Lender of the notice described in § 4.7shall be conclusive absent manifest error.

Capital Adequacy. If after (a) In the date hereofevent that Agent, the applicability of Swing Loan Lender or any law, rule, regulation, policy, Lender shall have determined that any Applicable Law or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, Change in Law or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, 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 lending Lender and any corporation or bank controlling Agent, Swing Loan Lender or any Lender and the office of or branch where Agent, Swing Loan Lender or any Lender), Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, maintains any LIBORTerm SOFR Rate Loans or CDOR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent, Swing Loan Lender or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to hereunder (including the Loans or under this Agreement, the Notes or the other Loan Documents making of any Swing Loans) to a level below that which Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent’s, Swing Loan Lender’s or Lenders’ holding companyand each Lender’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by such Agent, Swing Loan Lender or any Lender to be material, then then, from time to time, Borrower Borrowers shall pay upon demand to Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate such Agent, Swing Loan Lender or such Lender’s holding company, as the case maybe, Lender for such actualreduction. In determining such amount or amounts, direct reductionAgent, but not Swing Loan Lender or such Lender may use any consequential reasonable ​ averaging or remote lossesattribution methods. Any The protection of this Section 3.9 shall be available to 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. (b) A certificate of Agent, Swing Loan Lender or such Lender setting forth such amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate Agent, Swing Loan Lender or such Lender within ten (10with respect to Section 3.9(a) days of receipt by Borrower from such Lender of the notice described in § 4.7hereof when delivered to Borrowing Agent shall be conclusive absent manifest error.

Capital Adequacy. If after the date hereof, hereof any Lender or the applicability Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law)) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the adoption after Administrative Agent or any corporation controlling such Lender or the date hereof of Administrative Agent with any other law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has the effect of reducing the rate of return on a Co-Lender’s capital or on the capital of such Lender’s holding company, as 's or the case may be, as a consequence of such Lender’s obligations Administrative Agent's commitment with respect to the any Loans or under this Agreement, the Notes or the other Loan Documents to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration a such Lender’s 's or Lenders’ holding company’s policies, the Administrative Agent's then existing policies with respect to capital adequacy and assuming full utilization of such entity's capital) by any amount deemed by such Lender or (as the case may be, with respect to capital adequacy) by an amount reasonably deemed by such Lender the Administrative Agent to be material, then from time to time, Borrower shall pay to such Lender or the Administrative Agent may notify the Borrower of such additional fact. To the extent that the amount or amounts as of such reduction in the return on capital is not reflected in the Base Rate, the Borrower and such 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 or in light of these circumstances. If the Borrower and such Lender’s holding company, as the case maybe, for such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower Lender are unable to a Lender in accordance with the provisions of this Section shall be paid by Borrower agree to such Lender adjustment within ten thirty (1030) days of receipt 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 Borrower from an amount that will, in such Lender's reasonable determination, provide adequate compensation. Each Lender of the notice described shall allocate such cost increases among its customers in § 4.7good faith and on an equitable basis.

Capital Adequacy. If after (a) In the date hereof, the applicability of event that Agent or any law, rule, regulation, policy, Lender shall have determined that any Applicable Law or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or such Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent or any Lender (and any corporation or bank controlling Agent or any lending Lender) and the office of or branch where Agent or such Lender (as so defined) makes or maintains any Lender), as the case may be, or by a Lender’s holding company, as the case may be, Eurodollar Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent or such Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent’s and each Lender’s or Lenders’ holding company’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by Agent or such Lender to be material, then then, from time to time, Borrower Borrowers shall pay to Agent or such Lender Lender, with reasonable promptness following receipt of the certificate described in clause (b), below, such additional amount or amounts as will compensate Agent or such Lender for such reduction, provided that, Borrowers shall not be required to compensate Agent or a Lender pursuant to this Section 3.9 for any such reduction in respect of a period occurring more than 180 days prior to the date on which Agent or such Lender notifies Borrowing Agent of an event giving rise to such claim and Agent’s or such Lender’s holding companyintention to seek compensation therefor. In determining such amount or amounts, Agent or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law or condition; provided that, in the event the Applicable Law or condition is found to be invalid or inapplicable to Agent or such Lender after payment by Borrowers, Agent or such Lender, as the case maybeapplicable, for shall promptly refund all amounts paid by Borrowers pursuant to this Section 3.9. (b) A certificate of Agent or such actual, direct reduction, but not any consequential or remote losses. Any Lender setting forth such amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate Agent or such Lender within ten (10with respect to Section 3.9(a) days of receipt by Borrower from such Lender of the notice described in § 4.7hereof when delivered to Borrowing Agent shall be conclusive absent manifest error.

Capital Adequacy. If after the date hereof, the applicability of any change in any present law, governmental rule, regulation, policy, guideline or directive or if any future law, governmental rule, regulation, policy, guideline or directive (in each case whether or not having the force of law), but only if it is mandatory that the Lender comply) or the adoption after the date hereof of any other law, rule, regulation, policy, guideline interpretation thereof by a court or directive regarding capital adequacy, or any change therein, governmental authority with appropriate jurisdiction or any change in any such law or interpretation (including, without limitation, any change according to a prescribed schedule of increasing requirements, whether or not known on the foregoing date of this Credit Agreement) affects the amount of capital required or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance expected to be maintained by any Lender (or any lending office corporation controlling such Lender and such Lender determines that the amount of any Lender)capital required to be maintained by it is increased by or based upon the existence of the Commitments or Revolving Credit Loans made pursuant hereto, as then the case Agent on behalf of such Lender may benotify the Borrower of such fact. To the extent that the costs of such increased capital requirements are not reflected in the applicable rate(s) of interest on the Revolving Credit Loans, or by a Lender’s holding companythe Borrower and the Agent on behalf of such Lender shall thereafter attempt to negotiate in good faith, as within thirty (30) days of the case may beday on which the Borrower receives such notice, with any request or directive regarding capital adequacy an adjustment payable hereunder that will adequately compensate such Lender in light of these circumstances. If the Borrower and the Agent on behalf of such Lender are unable to agree to such adjustment within thirty (whether or 30) days of the date on which the Borrower receives such notice, then commencing on the date Borrower received such notice (but not having earlier than the force of law) effective date of any such authorityincreased capital requirement), central bank or comparable agency, has the effect of reducing the rate of return on a Co-Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Lender’s or Lenders’ holding company’s policies, as the case may be, with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, time the Borrower shall will pay to the Agent, on behalf of such Lender after consultation with the affected Lender, such additional amount or amounts as will compensate such Lender or that will, in the Agent's reasonable determination, provide adequate compensation to such Lender’s holding company, as the case maybe, for . Such Lender shall allocate such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower to a Lender cost increases among its customers in accordance with the provisions of this Section shall be paid by Borrower to such Lender within ten (10) days of receipt by Borrower from such Lender of the notice described in § 4.7good faith and on an equitable basis.

Capital Adequacy. (a) If after the date hereofof this Agreement, the applicability Agent or any Lender shall have determined that any Change in Law has occurred, or that the adoption or effectiveness of any applicable law, rule, regulation, policy, guideline rule or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regulation regarding capital adequacyadequacy of general applicability, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Agent or any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-the Agent's or any Lender’s 's capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which the Agent or such Lender could have achieved but for such Change in Law or such adoption, change or compliance (taking into consideration a the Agent's or such Lender’s or Lenders’ holding company’s policies, as the case may be, 's policies with respect to capital adequacyadequacy or liquidity requirements) by an amount reasonably deemed by the Agent or such Lender to be material, then from time to time, the Borrower shall pay to the Agent or such Lender such additional amount or amounts as will compensate the Agent or such Lender for such reduction. (b) A certificate of the Agent or such Lender’s holding company, as the case maybe, for Lender setting forth such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate the Agent or such Lender within ten (10as specified in Section 5.14(a) days of receipt by hereof and making reference to the applicable law, rule or regulation shall be delivered as soon as practicable to the Borrower from and shall be prima facie evidence thereof. The Borrower shall pay the Agent or such Lender the amount shown as due on any such certificate within fourteen (14) Business Days after the Agent or such Lender delivers such certificate. In preparing such certificate, the Agent or such Lender may employ such assumptions and allocations of costs and expenses as it shall in good ▇▇▇▇▇ ▇▇▇▇ reasonable and may use any reasonable averaging and attribution method. Section 3.8(b) hereof shall apply to the notice described in § 4.7costs assessed under this Section.

Capital Adequacy. If any Lender shall have determined, after the date hereofClosing Date, that the applicability adoption of any applicable law, rule, regulation, policy, regulation or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any its lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-such Lender’s 's capital (or on the capital of such Lender’s its holding company, as the case may be, ) as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which such Lender (or its holding company) could have achieved but for such adoption, change or compliance (taking into consideration a such Lender’s 's policies or Lenders’ the policies of its holding company’s policies, as the case may be, company with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, Borrower within fifteen (15) days after demand by such Lender (with a copy to the Global Agent), the applicable Borrowers shall pay to such Lender such additional amount or amounts as will shall compensate such Lender (or its holding company) for such reduction. Each Lender shall designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender’s holding company, as be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section and setting forth the case maybe, for such actual, direct reduction, but not any consequential or remote losses. Any additional amount or amounts payable by Borrower 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 Lender waiver of such Lender's rights to demand compensation for any reduction in accordance with the provisions return on capital in such period or in any other period. The protection of this Section shall be paid by Borrower available to such each Lender within ten (10) days regardless of receipt by Borrower from such Lender any possible contention of the notice described in § 4.7invalidity or inapplicability of the law, regulation or other condition which shall have been imposed.

Capital Adequacy. If after (a) In the date hereofevent that Agent, the applicability of Swing Loan Lender or any law, rule, regulation, policy, guideline or directive (whether or not having the force of law), or the adoption after the date hereof of Lender shall have determined that any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, Change in Law or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation -124- or administration thereof, or compliance by Agent, Swing Loan Lender or any Lender (for purposes of this Section 3.9, the term "Lender" shall include Agent, Swing Loan Lender, Issuer or any lending Lender and any corporation or bank controlling Agent, Swing Loan Lender or any Lender and the office of or branch where Agent, Swing Loan Lender or any Lender), Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, maintains any Term Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent, Swing Loan Lender or any Lender’s 's capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to hereunder (including the Loans or under this Agreement, the Notes or the other Loan Documents making of any Swing Loans) to a level below that which Agent , Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent's, Swing Loan Lender’s or Lenders’ holding company’s policies, as the case may be, 's and each Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Agent, Swing Loan Lender or any Lender to be material, then then, from time to time, Borrower Borrowers shall pay within five (5) Business Days of demand (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) by Agent, Swing Loan Lender of such Lender to Agent , Swing Loan Lender or such Lender such additional amount or amounts as will compensate such Agent, Swing Loan Lender or such Lender’s holding company, as the case maybe, Lender for such actualreduction. In determining such amount or amounts, direct reductionAgent, but not Swing Loan Lender or such Lender may use any consequential reasonable averaging or remote losses. Any attribution methods; provided that no Borrower shall be required to compensate a Swing Loan Lender or any Lender to this Section 3.9 for any reduction in return incurred more than 180 days prior to the date that Swing Loan Lender or such Lender notifies the Borrowers in writing of the Change in Law or change in the interpretation or administration thereof giving rise to such reduction in return and of Swing Loan Lender's or such ▇▇▇▇▇▇'s intention to claim compensation therefore; provided, further, that if such claim arises by reason of the adoption of or a Change in Law or change in the interpretation or administration thereof that is retroactive, then the one hundred eighty (180)-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) A certificate of Agent, Swing Loan Lender or such Lender setting forth such amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate Agent , Swing Loan Lender or such Lender within ten (10with respect to Section 3.9(a) days of receipt by Borrower from such Lender of the notice described in § 4.7hereof when delivered to Borrowing Agent shall be conclusive absent manifest error.

Capital Adequacy. If 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 date hereofof this Agreement regarding capital adequacy and liquidity requirements, the applicability of (b) compliance with any such law, treaty, rule, regulation, policy, or order or (c) compliance with any guideline or request or directive from any central bank or other Governmental Authority or any accounting board or authority (whether or not having a Governmental Authority) which is responsible for the force establishment or interpretation of law)national or international accounting principles (in each case, or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has shall have the effect of reducing the rate of return on a Co-Lender’s capital or on the capital of such Lender’s holding company, as the case may be, (or any corporation controlling such Lender’s) capital as a consequence of such Lender’s its obligations hereunder (other than with respect to the Loans or under this Agreement, the Notes or the other Loan Documents Taxes) to a level below that which such Lender or corporation could have achieved but for such adoption, change change, compliance or compliance (taking into consideration a Lender’s or Lenders’ holding company’s policiesinterpretation, as the case may bethen, with respect upon demand from time to capital adequacy) by an amount reasonably deemed time by such Lender (with a copy of such demand to be materialthe Administrative Agent), then 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, time as specified by such Lender additional amounts sufficient to compensate such Lender for such reduction; provided that the Borrower shall pay not be required to compensate a Lender pursuant to this Section 2.11 for any amounts incurred more than six (6) months prior to the date of such demand or to claim any such additional amount if (i) a claim arises solely through circumstances peculiar to such Lender and which do not affect commercial banks in the jurisdiction of organization of such additional amount or amounts as will compensate Lender, (ii) the claim arises out of a voluntary relocation by such Lender or of its applicable lending office or (iii) such Lender is not seeking similar compensation for such costs from its borrowers generally in similarly affected commercial loans of a similar size. Notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, and all requests, rules, guidelines and directives promulgated thereunder and any rules, guidelines and directives promulgated pursuant to Basel III, are deemed to have been introduced or adopted after the date hereof, regardless of the date enacted or adopted. A certificate as to such amounts submitted to the Borrower (and the Administrative Agent) by such Lender shall be conclusive and binding for all purposes absent manifest error. Each Lender shall promptly notify the Borrower and the Administrative Agent of any event of which such Lender or has knowledge, occurring after the date hereof, which would entitle such Lender to compensation pursuant to this Section 2.11 and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender’s holding company, as be otherwise disadvantageous to it. For the case maybeavoidance of doubt, for such actualany interpretation of Accounting Research Bulletin No. 51 by FASB (including Interpretation No. 46—Consolidation of Variable Interest Entities) shall constitute an adoption, direct reductionchange, but not request or directive, and any consequential or remote losses. Any amount or amounts payable by Borrower implementation thereof shall be, subject to a Lender in accordance with the provisions of this Section shall be paid by Borrower to such Lender within ten (10) days of receipt by Borrower from such Lender of the notice described in § 4.72.11.

Capital Adequacy. If after (a) In the date hereof, the applicability of event that Agent or any law, rule, regulation, policy, Lender shall have determined that any change in Applicable Law or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent or any lending office of Lender and any corporation or bank controlling Agent or any Lender), ) and the office or branch where Agent or any Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, maintains any Eurodollar Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent’s and each Lender’s or Lenders’ holding company’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by such Agent or any Lender to be material, then then, from time to time, Borrower Borrowers shall pay upon demand to Agent or such Lender such additional amount or amounts as will compensate Agent or such Lender for such reduction. In determining such amount or amounts, Agent or such Lender’s holding company, as Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the case maybe, for Applicable Law or condition. (b) A certificate of Agent or such actual, direct reduction, but not any consequential or remote losses. Any Lender setting forth such amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate Agent or such Lender within ten with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error. (10c) days Notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and each request, rule, guideline or directive thereunder or issued in connection therewith and (ii) all requests, rules, regulations, guidelines, interpretations on 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 (whether or not having the force of receipt by Borrower from such Lender law), in each case pursuant to Basel III, shall in any event be deemed to be a change in Applicable Law for purposes of clause (a) above, regardless of the notice described in § 4.7date enacted, adopted or issued.

Capital Adequacy. If after (a) In the date hereofevent that Agent, the applicability of Swing Loan Lender or any law, rule, regulation, policy, Lender shall have determined that any Applicable Law or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, Change in Law or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, 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 lending Lender and any corporation or bank controlling Agent , Swing Loan Lender or any Lender and the office of or branch where Agent , Swing Loan Lender or any Lender), Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, maintains any LIBOR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent, Swing Loan Lender or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to hereunder (including the Loans or under this Agreement, the Notes or the other Loan Documents making of any Swing Loans) to a level below that which Agent , Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent’s, Swing Loan Lender’s or Lenders’ holding companyand each Lender’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by such Agent, Swing Loan Lender or any Lender to be material, then then, from time to time, Borrower Borrowers shall pay upon demand to Agent , Swing Loan Lender or such Lender such additional amount or amounts as will compensate such Agent , Swing Loan Lender or such Lender’s holding company, as the case maybe, Lender for such actualreduction. In determining such amount or amounts, direct reductionAgent, but not Swing Loan Lender or such Lender may use any consequential reasonable averaging (b) A certificate of Agent, Swing Loan Lender or remote losses. Any such Lender setting forth such amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate Agent , Swing Loan Lender or such Lender within ten (10with respect to Section 3.9(a) days of receipt by Borrower from such Lender of the notice described in § 4.7hereof when delivered to Borrowing Agent shall be conclusive absent manifest error.

Capital Adequacy. If after the date hereof, hereof any Lender or the applicability Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law)) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the adoption after Administrative Agent or any corporation controlling such Lender or the date hereof of Administrative Agent with any other law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has the effect of reducing the rate of return on a Co-Lender’s capital or on the capital of such Lender’s holding company, as 's or the case may be, as a consequence of such Lender’s obligations Administrative Agent's commitment with respect to the any Revolving Credit Loans or under this Agreement, the Notes or the other Loan Documents to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration a such Lender’s 's or Lenders’ holding company’s policiesthe Administrative Agent's then existing policies with respect to capital 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 such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the Borrower and such 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 such Lender's reasonable determination, provide adequate compensation provided that the Borrower shall not be liable to any Lender or the Administrative Agent for costs incurred more than one hundred eighty (180) days prior to receipt by the Borrower of the notice referred to in the immediately preceding sentence from such Lender or the Administrative Agent, as the case may be, with respect to capital adequacy) by . Each Lender shall allocate such cost increases among its customers in good faith and on an amount reasonably deemed by such Lender to be material, then from time to time, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company, as the case maybe, for such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section shall be paid by Borrower to such Lender within ten (10) days of receipt by Borrower from such Lender of the notice described in § 4.7equitable basis.

Capital Adequacy. If after the date hereof, the applicability of any present or future law, governmental ---------------- rule, regulation, policy, guideline or directive (whether or not having the force of law), ) or the adoption after interpretation thereof by a court or governmental authority with appropriate jurisdiction affects the date hereof amount of capital required or expected to be maintained by any other law, rule, regulation, policy, guideline Funding Party or directive regarding capital adequacythe Agent, or any change thereincorporation controlling such Funding Party or the Agent and such Lender or the Agent determines that the amount of capital required to be maintained by it is increased by or based upon the existence of such Funding Party's or the Agent's commitment with respect to the facility established hereunder or the Fundings made, issued, maintained, extended or renewed pursuant hereto, then such Funding Party or the Agent may notify the Lessee of such fact. To the extent that the costs of such increased capital requirements are not reflected in the Alternative Rate or Eurodollar Rate, or any change in any amounts paid or payable by the Lessee pursuant to Section 7.5(a) or (b) hereof, the Lessee and such Funding Party or -------------- --- (as the case may be) the Agent shall thereafter attempt to negotiate in good faith, within thirty (30) days of the foregoing day on which the Lessee receives such notice, an adjustment payable hereunder which will adequately compensate such Funding Party or the Agent in light of these circumstances. If the Lessee and such Funding Party or the Agent are unable to agree to such adjustment within thirty (30) days of the date on which the Lessee 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 such Funding Party's or the Agent's reasonable determination, provide adequate compensation. Each Funding Party and the Agent shall allocate such cost increases among its customers in good faith and on an equitable basis. For the purposes of Section 7.5, any costs reimbursed ----------- to SunTrust Bank as a Lender shall not be reimbursable to SunTrust Bank as Agent, and to the extent that costs attributable to the Lessor's or any Lender's Funded Amount are reimbursed by such Lender to the Agent, such costs shall not be reimbursable by the Lessor or the Lessee to the Agent and any costs reimbursed to the Agent which are attributable to the Commitment or Funded Amounts of the Lessor or any Lender shall not be reimbursed to the Lessor or such Lender. Notwithstanding anything to the contrary contained in this Section 7.5(c), in the interpretation event that the Agent or administration -------------- any Funding Party shall fail to notify the Lessee of any such costs of increased capital requirements within one hundred twenty (120) days following the foregoing by any domestic Agent's or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration such Funding Party's determination thereof, or compliance by any Lender (or any lending office of any Lender)the Agent or, as the case may be, or by a Lender’s holding company, as the case may be, with such Funding Party shall not be entitled to claim any request or directive regarding capital adequacy (whether or not having the force of lawadditional amounts pursuant to this Section 7.5(c) of for any such authority, central bank or comparable agency, has the effect of reducing the rate of return period ending on a Co-Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s obligations with respect date which is prior -------------- to the Loans or under this Agreement, the Notes or the other Loan Documents to a level below that which such Lender could have achieved but for such adoption, change or compliance one hundred twenty (taking into consideration a Lender’s or Lenders’ holding company’s policies, as the case may be, with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company, as the case maybe, for such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section shall be paid by Borrower to such Lender within ten (10120) days of receipt by Borrower from before such Lender of the notice described in § 4.7notification.

Capital Adequacy. If after the date hereof, hereof any Bank or the applicability Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law)) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a court or governmental authority with appropriate jurisdiction, or (b) compliance by such Bank or the adoption after Agent or any corporation controlling such Bank or the date hereof of Agent with any other law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has the net effect (taking into account any other such changes after the date hereof) of reducing the rate of return on a Co-Lender’s capital such Bank's or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s obligations Agent's commitment with respect to the any Loans or under this Agreement, the Notes or the other Loan Documents to a level below that which such Lender Bank or the Agent could have achieved but for such adoption, change or compliance (taking into consideration a Lender’s such Bank's or Lenders’ holding company’s policies, the Agent's then existing policies with respect to capital adequacy and assuming full utilization of such entity's capital) by any amount deemed by such Bank or (as the case may be, with respect to capital adequacy) by an amount reasonably deemed by such Lender the Agent to be material, then from time such Bank or the Agent shall notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the Borrower and such Bank shall thereafter attempt to timenegotiate in good faith, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company, as the case maybe, for such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section shall be paid by Borrower to such Lender within ten thirty (1030) days of receipt by the day on which the Borrower from receives such Lender 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 described (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 § 4.7such Bank's reasonable determination, provide adequate compensation. Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. (a) If after any Lender or any Participant in the date hereof, the applicability of Loan determines that compliance with any law, rule, regulation, policy, law or regulation or with any guideline or directive (whether or not having the force of law), or the adoption after the date hereof of request from any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy other Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or such Participant, or any corporation controlling such Lender or such Participant, as a consequence of, or with reference to, such Lender’s or such Participant’s or such corporation’s Commitment or its making or maintaining loans below the rate which such Lender or such Participant or such corporation controlling such Lender or such Participant could have achieved but for such compliance (taking into account the policies of such Lender or such Participant or corporation with regard to capital), then the Borrower shall, from time to time, within thirty (30) calendar days after written demand by such Lender or such Participant, pay to such Lender or such Participant additional amounts sufficient to compensate such Lender or such Participant or such corporation controlling such Lender or such Participant to the extent that such Lender or such Participant determines such increase in capital is allocable to such Lender’s or such Participant’s obligations hereunder. (b) In addition to, and not in limitation of the immediately preceding clause (a), Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its calculation of Effective Rates hereunder with reference to the LIBO Rate or its obligation to calculate Effective Rates hereunder with reference to the LIBO Rate, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents as a result of the Effective Rates under this Agreement being calculated with reference to the LIBO Rate or such obligation or the maintenance by such Lender of capital in respect of its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such authorityLender under this Agreement or any of the other Loan Documents in respect of any of amounts outstanding hereunder which are accruing interest at an Effective Rate calculated with reference to the LIBO Rate or its Commitments (other than taxes imposed on or measured by the overall net income of such Lender or of its Lending Office for any loans made upon which interest is calculated with reference to the LIBO Rate by the jurisdiction in which such Lender has its principal office or such Lending Office), central bank or comparable agency(ii) imposes or modifies any reserve, special deposit or similar requirements (including without limitation, Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which Effective Rates calculated with reference to the LIBO Rate are determined) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder) or (iii) has or would have the effect of reducing the rate of return on a Co-Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents Lender to a level below that which such Lender could have achieved but for such adoption, change or compliance Regulatory Change (taking into consideration a such Lender’s policies with respect to capital adequacy). (c) Without limiting the effect of the provisions of the immediately preceding subsection (a) and (b), if by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or Lenders’ holding company’s policiesmeasured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender that includes deposits by reference to which Effective Rates are calculated with reference to the LIBO Rate as provided in this Agreement or a category of extensions of credit or other assets of such Lender that includes interest rates calculated with reference to the LIBO Rate or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Lender so elects by notice to Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or continue advances on which interest is calculated with reference to the LIBO Rate, or to convert an advance on which the interest rate is calculated with reference to the Federal Funds Rate into an advance on which the Effective Rate is calculated with reference to the LIBO Rate shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 2.7(e)(i)(B) shall apply). (d) Each of Administrative Agent, each Lender and each Participant, as the case may be, with respect agrees to capital adequacy) by an amount reasonably deemed by such Lender to be materialnotify the Borrower of any event occurring after the Effective Date entitling Administrative Agent, then from time to time, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding companyParticipant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of Administrative Agent, any Lender or any Participant to give such notice shall not release Borrower from any of its obligations hereunder. Administrative Agent, each Lender and each Participant, as the case maybemay be, agrees to furnish to Borrower a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by Administrative Agent, such actualLender, direct reductionor such Participant, but not as the case may be, of the effect of any consequential or remote losses. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section Regulatory Change shall be paid by Borrower to such Lender within ten (10) days of receipt by Borrower from such Lender of the notice described in § 4.7conclusive and binding for all purposes, absent manifest error.

Capital Adequacy. If after the date hereofof this Agreement, the applicability Agent or any Lender shall have determined that the adoption or effectiveness of any applicable law, rule, regulation, policy, guideline rule or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regulation regarding capital adequacyadequacy of general applicability, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Agent or any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-the Agent’s or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which the Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a the Agent’s or such Lender’s or Lenders’ holding company’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by the Agent or such Lender to be material, then from time to time, the Borrower shall pay to the Agent or such Lender such additional amount or amounts as will compensate the Agent or such Lender for such reduction. A certificate of the Agent or such Lender’s holding company, as the case maybe, for Lender setting forth such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate the Agent or such Lender within ten (10as specified in Section 5.14(a) days of receipt by hereof and making reference to the applicable law, rule or regulation shall be delivered as soon as practicable to the Borrower from and shall be prima facie evidence thereof. The Borrower shall pay the Agent or such Lender the amount shown as due on any such certificate within fourteen (14) Business Days after the Agent or such Lender delivers such certificate. In preparing such certificate, the Agent or such Lender may employ such assumptions and allocations of the notice described costs and expenses as it shall in § 4.7good f▇▇▇▇ ▇▇▇▇ reasonable and may use any reasonable averaging and attribution method.

Capital Adequacy. If after (a) In the date hereofevent that Agent, the applicability of Swing Loan Lender or any law, rule, regulation, policy, Lender shall have determined that any Applicable Law or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, Change in Law or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, 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 lending Lender and any corporation or bank controlling Agent, Swing Loan Lender or any Lender and the office of or branch where Agent, Swing Loan Lender or any Lender), Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, 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 authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent, Swing Loan Lender or any #530486049530486174 Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to hereunder (including the Loans or under this Agreement, the Notes or the other Loan Documents making of any Swing Loans) to a level below that which Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent’s, Swing Loan Lender’s or Lenders’ holding companyand each Lender’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by such Agent, Swing Loan Lender or any Lender to be material, then then, from time to time, Borrower Borrowers shall pay upon demand to Agent, Swing Loan Lender or such Lender (on an after-tax basis) such additional amount or amounts as will compensate such Agent, Swing Loan Lender or such Lender’s holding company, as the case maybe, Lender for such actualreduction. In determining such amount or amounts, direct reductionAgent, but not Swing Loan Lender or such Lender may use any consequential reasonable averaging or remote lossesattribution methods. Any The protection of this Section 3.9 shall be available to 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. (b) A certificate of Agent, Swing Loan Lender or such Lender setting forth such amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate Agent, Swing Loan Lender or such Lender within ten (10with respect to Section 3.9(a) days of receipt by Borrower from such Lender of the notice described in § 4.7hereof when delivered to Borrowing Agent shall be conclusive absent manifest error.

Capital Adequacy. If after (a) In the date hereofevent that any Agent, the applicability of Swing Loan Lender or any law, rule, regulation, policy, Lender shall have determined that any applicable Law or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, Change in Law or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Authority, 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 3.1, the term “Lender” shall include each Agent, Swing Loan Lender, Issuer or any lending Lender and any corporation or bank controlling any Agent, Swing Loan Lender or any Lender and the office of or branch where Agent, Swing Loan Lender or any Lender), Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, maintains any Term Benchmark Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-any Agent, Swing Loan Lender or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to hereunder (including the Loans or under this Agreement, the Notes or the other Loan Documents making of any Swing Loans) to a level below that which such Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a each Agent’s, Swing Loan Lender’s or Lenders’ holding companyand each Lender’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by such any Agent, Swing Loan Lender or any Lender to be material, then then, from time to time, Borrower the Company shall pay upon demand to such Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate such Agent, Swing Loan Lender or such Lender’s holding company, as the case maybe, Lender for such actualreduction. In determining such amount or amounts, direct reductionsuch Agent, but not Swing Loan Lender or such Lender may use any consequential reasonable averaging or remote lossesattribution methods. Any The protection of this Section 3.1 shall be available to each 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. (b) A certificate of such Agent, Swing Loan Lender or such Lender setting forth such amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate such Agent, Swing Loan Lender or such Lender within ten (10with respect to Section 3.1(a) days of receipt by Borrower from such Lender of hereof when delivered to the notice described in § 4.7Company shall be conclusive absent manifest error.

Capital Adequacy. If after the date hereof, hereof any Bank or the applicability ----------------- Administrative Agent determines that (i) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law)) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a court or governmental authority with appropriate jurisdiction, or (ii) compliance by such Bank or the adoption after Administrative Agent or any corporation controlling such Bank or the date hereof of Administrative Agent with any other law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has the effect of reducing the rate of return on a Co-Lender’s capital such Bank's or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s obligations Administrative Agent's commitment with respect to the any Loans or under this Agreement, the Notes or the other Loan Documents to a level below that which such Lender Bank or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration a Lender’s such Bank's or Lenders’ holding company’s policies, the Administrative Agent's then existing policies with respect to capital adequacy and assuming full utilization of such entity's capital) by any amount deemed by such Bank or (as the case may be, with respect to capital adequacy) by an amount reasonably deemed by such Lender the Administrative Agent to be material, then from time such Bank or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the Borrower and such Bank shall thereafter attempt to timenegotiate in good faith, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company, as the case maybe, for such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section shall be paid by Borrower to such Lender within ten thirty (1030) days of receipt by the day on which the Borrower from receives such Lender 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 described (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 § 4.7such Bank's reasonable determination, provide adequate compensation. Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. If after (a) In the date hereof, the applicability of event that Agent or any lawLender shall have determined that any Applicable Law, rule, regulation, policy, regulation or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent or any lending office of Lender and any corporation or bank controlling Agent or any Lender), as the case may be, or by a Lender’s holding company, as the case may be, ) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent’s and each Lender’s or Lenders’ holding company’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by such Agent or any Lender to be material, then then, from time to time, Borrower shall pay upon demand to Agent or such Lender such additional amount or amounts as will compensate Agent or such Lender for such reduction. In determining such amount or amounts, Agent or such Lender’s holding companyLender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, as the case maybe, for regulation or condition. (b) A certificate of Agent or such actual, direct reduction, but not any consequential or remote losses. Any Lender setting forth such amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate Agent or such Lender within ten (10with respect to Section 3.9(a) days of receipt by hereof when delivered to Borrower from such Lender of the notice described in § 4.7shall be conclusive absent manifest error.

Capital Adequacy. (a) If after the date hereofany Change in Law shall: (i) impose, the applicability of modify or deem applicable any lawreserve, rule, regulation, policy, guideline or directive (whether or not having the force of law)special deposit, or similar requirement (including any compulsory loan requirement, insurance charge or similar assessment) against assets of, deposits with or for the adoption after account of, or credit extended by, any Lender; (ii) impose on any Lender or the date hereof of London interbank market any other lawcondition, rule, regulation, policy, guideline cost or directive regarding capital adequacy, expense (other than Taxes) affecting this Agreement or the Loans; or (iii) subject any change therein, or Lender to any change in any of Taxes (other than (A) Indemnified Taxes that are indemnified under Section 2.16 (Taxes) and (B) Excluded Taxes); and the foregoing or in the interpretation or administration result of any of the foregoing shall be to increase the cost to such Lender of making a Loan or to reduce the amount of any sum received or receivable by any domestic such Lender hereunder (whether of principal, interest or foreign governmental authorityotherwise), central bank then, upon request of such Lender, the Borrower will pay to such Lender such additional amount or comparable agency charged with the interpretation amounts as will compensate such Lender for such additional costs incurred or administration thereof, or compliance by reduction suffered. (b) If any Lender (or determines that any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive Change in Law regarding capital adequacy (whether or not having the force of law) of any such authority, central bank liquidity requirements has or comparable agency, has would have the effect of reducing the rate of return on a Co-such Lender’s capital or on the capital of such Lender’s holding company, as the case may beif any, as a consequence of such Lender’s obligations with respect to this Agreement or the Loans made or under this Agreementheld, the Notes or the other Loan Documents to a level below that which such Lender or such Lender’s holding company could have achieved but for such adoption, change or compliance Change in Law (taking into consideration a such Lender’s or Lenders’ policies and the policies of such Lender’s holding company’s policies, as the case may be, company with respect to capital adequacy) by an amount reasonably deemed by such Lender to be materialadequacy and liquidity), then from time to time, time the Borrower shall will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case maybemay be, for such actual, direct reduction, but not any consequential as specified in paragraph (a) or remote losses. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions (b) of this Section 2.15 shall be paid by delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.15 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 2.15 for any increased costs or reductions incurred more than 270 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such Lender within ten (10) days increased costs or reductions and of receipt by Borrower from such Lender Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of the notice described in § 4.7retroactive effect thereof.

Capital Adequacy. If Agrees that if any Lender shall have determined that the adoption after the date hereof, Effective Date or effectiveness after the applicability Effective Date (whether or not previously announced) of any applicable law, rule, regulation, policy, guideline regulation or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive treaty regarding capital adequacy, or any change thereintherein after the Effective Date, or any change in any of the foregoing or in the interpretation or administration of any of thereof after the foregoing Effective Date by any domestic or foreign governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive after the Effective Date regarding capital adequacy (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency, agency has or would have the effect of reducing the rate of return on a Co-Lender’s capital or on the capital of such Lender’s holding company, as the case may be, 's capital as a consequence of such Lender’s its obligations with respect to hereunder, under the Loans or under this AgreementLetters of Credit, the Notes or the other Loan Documents Obligations held by it to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration a such Lender’s or Lenders’ holding company’s policies, as the case may be, 's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, upon satisfaction of the conditions precedent set forth in this SECTION 7.9, upon demand by such Lender (with a copy to the Agent), the Borrower (subject to SECTION 11.7) shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company, as the case maybe, for such actual, direct reduction, but not . The certificate of any consequential or remote losses. Any Lender setting forth such amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by necessary to compensate it and the basis thereof shall be delivered as soon as practicable to the Borrower to and shall be conclusive and binding, absent manifest error. The Borrower shall pay the amount shown as due on any such Lender certificate within ten (10) days Business Days after the delivery of receipt by Borrower from such certificate. In preparing such certificate, a Lender may employ such assumptions and allocations of the notice described costs and expenses as it shall in § 4.7good faith deem reasonable and may use any reasonable averaging and attri▇▇▇▇▇▇ ▇▇▇hod.

Capital Adequacy. If after the date hereof, hereof any Lender or the applicability Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law)) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the adoption after Administrative Agent or any corporation controlling such Lender or the date hereof of Administrative Agent with any other law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has the effect of reducing the rate of return on a Co-Lender’s capital or on the capital of such Lender’s holding company, as 's or the case may be, as a consequence of such Lender’s obligations Administrative Agent's commitment with respect to the any Loans or under this Agreement, the Notes or the other Loan Documents to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration a such Lender’s 's or Lenders’ holding company’s policies, the Administrative Agent's then existing policies with respect to capital adequacy and assuming full utilization of such entity's capital) by any amount deemed by such Lender or (as the case may be, with respect to capital adequacy) by an amount reasonably deemed by such Lender the Administrative Agent to be material, then from time to time, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or the Administrative Agent may notify the Borrower of such Lender’s holding companyfact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate or LIBOR Rate, the Borrower agrees to pay such Lender or (as the case maybe, may be) the Administrative Agent for the amount of such actual, direct reduction, but not any consequential reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or remote losses. Any amount or amounts payable by Borrower to (as the case may be) the Administrative Agent of a Lender certificate in accordance with Section 5.8 hereof. Such Lender or (as the provisions case may be) the Administrative Agent shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section shall be paid by Borrower 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such Lender within ten (10) days of receipt by Borrower from request if such Lender knew of the notice described circumstances giving rise to such reductions and of the fact that such circumstances would result in § 4.7a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof, hereof any Lender or the applicability Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law)) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the adoption after Administrative Agent or any corporation controlling such Lender or the date hereof of Administrative Agent with any other law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has the effect of reducing the rate of return on a Co-Lender’s capital or on the capital of such Lender’s holding company, as 's or the case may be, as a consequence of such Lender’s obligations Administrative Agent's commitment with respect to the any Loans or under this Agreement, the Notes or the other Loan Documents to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration a such Lender’s 's or Lenders’ holding company’s policies, the Administrative Agent's then existing policies with respect to capital adequacy and assuming full utilization of such entity's capital) by any amount deemed by such Lender or (as the case may be, with respect to capital adequacy) by an amount reasonably deemed by such Lender the Administrative Agent to be material, then from time to time, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or the Administrative Agent may notify the Borrowers of such Lender’s holding companyfact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the Borrowers agree to pay such Lender or (as the case maybe, may be) the Administrative Agent for the amount of such actual, direct reduction, but not any consequential reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or remote losses. Any amount or amounts payable by Borrower to (as the case may be) the Administrative Agent of a Lender certificate in accordance with Section 5.8 hereof. Such Lender or (as the provisions case may be) the Administrative Agent shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's right to demand such compensation; provided, that no Borrower shall be under any obligation to compensate any Lender under this Section shall be paid by Borrower 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such Lender within ten (10) days of receipt by Borrower from request if such Lender knew of the notice described circumstances giving rise to such reductions and of the fact that such circumstances would result in § 4.7a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof, the applicability of any law, rule, regulation, policy, guideline or directive (whether or not having the force of law)Lender shall reasonably determine that any change in, or the adoption after the date hereof of or phase-in of, any other applicable law, rule, regulation, policy, guideline rule or directive regulation regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Lender’s capital or on the capital of such Lender’s holding company, as the case may be, 's or such controlling Person's capital as a consequence of such Lender’s 's obligations with respect to the Loans hereunder or under this Agreement, the Notes or the other Loan Documents any Support Agreement to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, change phase-in or compliance (taking into consideration a such Lender’s 's or Lenders’ holding company’s policies, as the case may be, such controlling Person's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender or such controlling Person to be material, then from time to time, Borrower upon 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 Agent), the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company, as the case maybe, controlling Person for such actual, direct reduction, but not so long as such amounts have accrued on or after the day which is one hundred eighty (180) days prior to the date on which such Lender first made demand therefor. Notwithstanding any consequential or remote losses. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions other provision of this Section 2.3(f)(vi) to the contrary, a Lender shall not demand any payment referred to in this subsection if it shall not be paid by Borrower to the general policy or practice of such Lender within ten (10) days to demand similar compensation in similar circumstances with respect to similarly situated borrowers under comparable provisions of receipt by Borrower from such Lender of the notice described in § 4.7like credit agreements.

Capital Adequacy. If after any Lender shall have determined, that, whether in effect at the date hereofof this Agreement or hereafter in effect, the applicability of any lawapplicable Law, rule, regulation, policy, regulation or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of lawLaw) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-such Lender’s 's capital allocated to the transactions contemplated by this Agreement (or on the capital of such Lender’s its holding company, as the case may be, ) as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which such Lender (or its holding company) could have achieved but for such adoption, change or compliance (taking into consideration a such Lender’s 's policies or Lenders’ the policies of its holding company’s policies, as the case may be, company with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, Borrower within 15 days after demand by such Lender (with a copy to the Agent), the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its holding company) for such reduction. Each Lender will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender’s holding company, as be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this section and setting forth the case maybe, for such actual, direct reduction, but not any consequential or remote losses. Any additional amount or amounts payable to be paid to it hereunder shall be conclusive and binding in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Within four (4) months following the date such certificate is furnished claiming compensation by Borrower any such Lender (the "Affected Lender"), the Borrowers may replace the Affected Lender with a lending institution satisfactory to a the Agent (the consent to which may not be unreasonably withheld by the Agent), upon payment to the Affected Lender in accordance with of all principal of and interest on all of its then outstanding Revolving Credit Loans and of all Facility Fees, Utilization Fees and other Obligations then owing to it and upon such other terms and conditions as are satisfactory to the provisions Majority Lenders. The protection of this Section 3.8 shall be paid by Borrower available to such each Lender within ten (10) days regardless of receipt by Borrower from such Lender any possible contention of the notice described in § 4.7invalidity or inapplicability of the Law, regulation or other condition which shall have been imposed.

Capital Adequacy. If (a) If, after the date hereof, any Lender has determined and certified to the applicability Agent and the Borrower that the adoption or effectiveness of any applicable law, rule, regulation, policy, guideline rule or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regulation regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any such Lender (or any lending office of any LenderPerson controlling such Lender (its "parent"), as the case may be, or by a Lender’s holding company, as the case may be, ) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-such Lender’s 's (or its parent's) capital or on the capital of such Lender’s holding company, as the case may be, assets as a consequence of such Lender’s its commitments or obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which such Lender (or its parent) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration a such Lender’s or Lenders’ holding company’s policies, as the case may be, 's (and its parent's) policies with respect to capital adequacy) by an amount reasonably deemed by ), then, upon written notice and certification from such Lender to be materialLender, then from time to time, the Borrower shall pay to such Lender Lender, without duplication, such additional amount or amounts as will compensate such Lender (or such Lender’s holding company, as the case maybe, its parent) for such actual, direct reduction, but not any consequential or remote losses. Any amount or ; provided that no such amounts payable by Borrower to a Lender in accordance with the provisions of this Section shall be paid by Borrower payable with respect to reduction in rate of return incurred more than 90 days before such Lender within ten (10) days of receipt demands compensation under this Section; and provided further that the amount requested shall have been determined and allocated by Borrower from such Lender pro rata on all its commitments and assets affected thereby. Each determination by any such Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the parties hereto. (b) The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including eurocurrency funds or deposits (currently known as "Eurocurrency liabilities"), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 15 days' prior notice described in § 4.7(with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 15 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 15 days from receipt of such notice.

Capital Adequacy. (a) If after the date hereofof this Agreement, the applicability Agent, any Lender or the Issuing Bank shall have determined that the adoption or effectiveness of any applicable law, rule, regulation, policy, guideline rule or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regulation regarding capital adequacyadequacy of general applicability, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Agent, any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, Issuing Bank with any request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-the Agent's, any Lender’s 's or the Issuing Bank's capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which the Agent, such Lender could have achieved but for such adoptionor the Issuing (b) A certificate of the Agent, change or compliance (taking into consideration a Lender’s or Lenders’ holding company’s policies, as the case may be, with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, Borrower shall pay to or the Issuing Bank setting forth such Lender such additional amount or amounts as will shall be necessary to compensate the Agent, such Lender or such Lender’s holding companythe Issuing Bank as specified in Section 5.14(a) hereof and making reference to the applicable law, as the case maybe, for such actual, direct reduction, but not any consequential rule or remote losses. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section regulation shall be paid by delivered as soon as practicable to the Borrower to and shall be prima facie evidence thereof. The Borrower shall pay the Agent, such Lender or the Issuing Bank the amount shown as due on any such certificate within ten fourteen (1014) days of receipt by Borrower from Business Days after the Agent, such Lender or the Issuing Bank delivers such certificate. In preparing such certificate, the Agent, such Lender or the Issuing Bank may employ such assumptions and allocations of the notice described costs and expenses as it shall in § 4.7good ▇▇▇▇▇ ▇▇▇▇ reasonable and may use any reasonable averaging and attribution method.

Capital Adequacy. If after In the date hereofevent that any Lender, subsequent to the applicability Closing Date, determines in the exercise of its reasonable business judgment that (x) any lawchange in applicable Law, rule, regulation, policy, regulation or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or (y) any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or (z) compliance by any such Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any new request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyother governmental or regulatory authority, has or would have the effect of reducing the rate of return on a Co-such Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration a such Lender’s or Lenders’ holding company’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed material by such Lender to be material, then from time to timein the exercise of its reasonable business judgment, Borrower shall agrees to pay to such Lender Lender, no later than ten (10) days following demand by such Lender, such additional amount or amounts as will compensate such Lender or such Lender’s holding company, as the case maybe, for such actualreduction in rate of return; provided that notwithstanding anything in this Agreement to the contrary, direct reduction(i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, but not rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any consequential successor or remote lossessimilar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in applicable Law”, regardless of the date enacted, adopted or issued. Any In determining such amount or amounts, such Lender may use any reasonable averaging or attribution methods. The protection of this Section 6.7 shall be available to any Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable Law, regulation or condition. A certificate of a Lender setting forth such amount or amounts payable by as shall be necessary to compensate such Lender with respect to this Section 6.7 and the calculation thereof, when delivered to the Borrower, shall be conclusive and binding on Borrower to absent manifest error. In the event a Lender in accordance with the provisions of exercises its rights pursuant to this Section 6.7, and subsequent thereto determines that the amounts paid by the Borrower exceeded the amount which such Lender actually required to compensate such Lender for any reduction in rate of return on its capital, such excess shall be paid promptly returned to the Borrower by Borrower to such Lender within ten (10) days of receipt by Borrower from such Lender of the notice described in § 4.7Lender.

Capital Adequacy. If after (a) In the date hereofevent that Agent, the applicability of Swing Loan Lender or any law, rule, regulation, policy, Lender shall have determined that any Applicable Law or guideline or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, Change in Law or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Body, 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 lending Lender and any corporation or bank controlling Agent, Swing Loan Lender or any Lender and the office of or branch where Agent, Swing Loan Lender or any Lender), Lender (as the case may be, so defined) makes or by a Lender’s holding company, as the case may be, 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 authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-Agent, Swing Loan Lender or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to hereunder (including the Loans or under this Agreement, the Notes or the other Loan Documents making of any Swing Loans) to a level below that which Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a Agent’s, Swing Loan Lender’s or Lenders’ holding companyand each Lender’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by such Agent, Swing Loan Lender or any Lender to be material, then then, from time to time, Borrower Borrowers shall pay upon demand to Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate such Agent, Swing Loan Lender or such Lender’s holding company, as the case maybe, Lender for such actualreduction. In determining such amount or amounts, direct reductionAgent, but Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9(a) shall be available to 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; provided that Borrowers and Guarantors shall not be under any consequential obligation to compensate Agent, Swing Loan Lender, Issuer or remote losses. Any any Lender under this Section 3.9(a) with respect to increased costs or reductions with respect to any period prior to the date that is one hundred eighty (180) days prior to such request; provided, further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any event described in the first sentence of this Section 3.9(a). (b) A certificate of Agent, Swing Loan Lender or such Lender setting forth such amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate Agent, Swing Loan Lender or such Lender within ten (10with respect to Section 3.9(a) days of receipt by Borrower from such Lender of the notice described in § 4.7hereof when delivered to Borrowing Agent shall be conclusive absent manifest error.

Capital Adequacy. (a) If after the date hereofof this Agreement, the applicability Agent, any Lender or the Issuing Bank shall have determined that any Change in Law has occurred, or that the adoption or effectiveness of any applicable law, rule, regulation, policy, guideline rule or directive (whether or not having the force of law), or the adoption after the date hereof of any other law, rule, regulation, policy, guideline or directive regulation regarding capital adequacyadequacy of general applicability, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any domestic or foreign governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Agent, any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, Issuing Bank with any request or directive regarding capital adequacy or liquidity requirements of general applicability (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on a Co-the Agent's, any Lender’s 's or the Issuing Bank's capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which the Agent, such Lender or the Issuing Bank could have achieved but for such Change in Law or such adoption, change or compliance (taking into consideration a the Agent's, such Lender’s 's or Lenders’ holding company’s policies, as the case may be, Issuing Bank's policies with respect to capital adequacy) by an amount reasonably deemed by the Agent, such Lender or the Issuing Bank to be material, then from time to time, the Borrower shall pay to the Agent, such Lender or the Issuing Bank such additional amount or amounts as will compensate the Agent or such Lender for such reduction. (b) A certificate of the Agent, such Lender or the Issuing Bank setting forth such Lender’s holding company, as the case maybe, for such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate the Agent, such Lender within ten (10or the Issuing Bank as specified in Section 5.14(a) days of receipt by hereof and making reference to the applicable law, rule or regulation shall be delivered as soon as practicable to the Borrower from and shall be prima facie evidence thereof. The Borrower shall pay the Agent, such Lender or the Issuing Bank the amount shown as due on any such certificate within fourteen (14) Business Days after the Agent, such Lender or the Issuing Bank delivers such certificate. In preparing such certificate, the Agent, such Lender or the Issuing Bank may employ such assumptions and allocations of costs and expenses as it shall in good ▇▇▇▇▇ ▇▇▇▇ reasonable and may use any reasonable averaging and attribution method. Section 3.8(b) hereof shall apply to the notice described in § 4.7costs assessed under this Section.

Capital Adequacy. If after the date hereof, hereof any Lender or the applicability Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law)) regarding capital requirements for Lenders or Lender holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the adoption after Administrative Agent or any corporation controlling such Lender or the date hereof of Administrative Agent with any other law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy, or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender), as the case may be, or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has the effect of reducing the rate of return on a Co-Lender’s capital or on the capital of such Lender’s holding company, as or the case may be, as a consequence of such LenderAdministrative Agent’s obligations commitment with respect to the any Revolving Credit Loans or under this Agreement, the Notes or the other Loan Documents to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration a such Lender’s or Lenders’ holding companythe Administrative Agent’s policies, then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or (as the case may be, with respect to capital adequacy) by an amount reasonably deemed by such Lender the Administrative Agent to be material, then from time to time, Borrower shall pay to such Lender or the Administrative Agent may notify the Borrower of such additional fact. To the extent that the amount or amounts as of such reduction in the return on capital is not reflected in the Base Rate, the Borrower and such 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 or 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 such Lender’s holding companyreasonable determination, as the case maybe, for provide adequate compensation. Each Lender shall allocate such actual, direct reduction, but not any consequential or remote losses. Any amount or amounts payable by Borrower to a Lender cost increases among its customers in accordance with the provisions of this Section shall be paid by Borrower to such Lender within ten (10) days of receipt by Borrower from such Lender of the notice described in § 4.7good faith and on an equitable basis.

Capital Adequacy. If (a) In the event that the Agent or any Lender shall have determined that(a) the introduction after the date hereof, the applicability Effective Date of this Agreement of any law, ruletreaty, regulationrule or regulation or any change therein after the Effective Date of this Agreement, policy(b) any change after the Effective Date of this Agreement in the interpretation or administration of any law, guideline treaty, rule or regulation by any central bank or other governmental authority or (c) the compliance by any Lender or the Issuer with any guideline, request or directive from any central bank or other governmental authority (whether or not having the force of law), or the adoption Law) after the date hereof Effective Date of any other lawthis Agreement (for purposes of this Section 3.10, rule, regulation, policy, guideline or directive regarding capital adequacy, the term “Lender” shall include the Agent or any change therein, Lender and any corporation or bank controlling the Agent or any change in any of Lender and the foregoing office or in branch where the interpretation Agent or administration of any of the foregoing by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (as so defined) makes or maintains any lending office of any LenderLibor Rate Loans), as the case may be, has or by a Lender’s holding company, as the case may be, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has would have the effect of reducing the rate of return on a Co-the Agent or any Lender’s capital or on the capital of such Lender’s holding company, as the case may be, as a consequence of such Lender’s its obligations with respect to the Loans or under this Agreement, the Notes or the other Loan Documents hereunder to a level below that which the Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration a the Agent’s and each Lender’s or Lenders’ holding company’s policies, as the case may be, policies with respect to capital adequacy) by an amount reasonably deemed by such the Agent or any Lender to be material, then then, from time to time, Borrower the Borrowers shall pay upon demand to the Agent or such Lender such additional amount or amounts as will compensate the Agent or such Lender for such reduction. In determining such amount or amounts, the Agent or such Lender’s holding companyLender may use any reasonable averaging or attribution methods. The protection of this Section 3.10 shall be available to the Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, as regulation or condition. (b) A certificate of the case maybe, for Agent or such actual, direct reduction, but not any consequential or remote losses. Any Lender setting forth such amount or amounts payable by Borrower to a Lender in accordance with the provisions of this Section as shall be paid by Borrower necessary to compensate the Agent or such Lender within ten (10with respect to Section 3.10(a) days of receipt by Borrower from such Lender of hereof when delivered to the notice described in § 4.7Borrowers shall be presumed correct absent manifest error.