Common use of Capital Adequacy Clause in Contracts

Capital Adequacy. If (1) the adoption, after the date hereof, of any applicable governmental law, rule or regulation regarding capital adequacy, (2) any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) compliance by a Lender or any corporation or bank controlling a Lender with any applicable guideline or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority (whether or not having the force of law) that constitutes a change of the 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 assets or capital of such Lender (or such corporation or bank) and such adoption, change or compliance, as the case may be, relates to a category of claims or assets that includes such Lender's Loan Amount, the Borrower shall pay to such Lender from time to time such additional amount or amounts as are necessary to compensate such Lender for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan 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 Loans) comparable allocable costs, and (B) such Lender believes 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Change.

Capital Adequacy. If (1) the adoption, after the date hereof, of any applicable governmental law, rule or regulation Change in Law regarding capital adequacy, (2) any change, after the date hereof, in the interpretation adequacy or administration of any such law, rule or regulation liquidity by any Governmental Authority, central bank or other Governmental Authority comparable agency charged by Applicable Law with the interpretation or administration thereof thereof, or (3) compliance by a such Lender or any its parent corporation or bank controlling a Lender with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank directive regarding capital adequacy or other Governmental Authority liquidity (whether or not having the force of law) that constitutes a change of any such authority, central bank, or comparable agency, in each case made subsequent to the nature described in clause (2) ("Capital Adequacy Change")date hereof, has the or would have 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 assets or the capital of such Lender (any Affected Party as a consequence of its obligations hereunder or such corporation or bank) and such adoption, change or compliance, as the case may be, relates arising in connection herewith to a category level below that which any such Affected Party could have achieved but for such introduction, change, compliance or change (taking into consideration the policies of claims such Affected Party with respect to capital adequacy or assets that includes liquidity) by an amount deemed by such Lender's Loan AmountAffected Party to be material, then on the next Monthly Payment Date following the receipt of written demand by such Affected Party, the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. If as a result of any event or circumstance similar to those described in Sections 2.11(b) or (c), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then on the next Monthly Payment Date following the receipt of written demand by such Affected Party, the Borrower shall pay to such Lender from time to time Affected Party such additional amount or amounts as are may be necessary to compensate reimburse such Lender Affected Party for any amounts paid by it. In determining any amount provided for in this Section 2.11, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim or demand under this Section 2.11 shall submit to the Borrower a certificate as to such additional or increased cost or reduction, showing the basis for such portion of such increase claim or reduction as demand in reasonable detail including calculation thereof, which basis must be reasonable and supported, which certificate shall be reasonably allocable conclusive absent manifest error. If any material amounts are required to such Lender's Loan Amount; provided, that no such amounts shall be payable paid by the Borrower pursuant to any Lender Section 2.11(b) or (c), the Borrower shall be entitled to, upon written notice (which notice shall be received within five (5) Business Days after the applicable demand or claim), prepay all outstanding Advances held by such Affected Party and terminate the Agreement with respect to such Affected Party. Each notice delivered by the Borrower 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 Loans) comparable allocable costs, and (B) such Lender believes 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changeirrevocable.

Capital Adequacy. If after the date hereof, Bank determines in good faith that (1i) the adoption, after the date hereof, of any applicable governmental law, rule rule, or regulation regarding capital adequacyrequirements for banks or bank holding companies or the subsidiaries thereof, (2ii) any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by any governmental authority, central bank bank, or other Governmental Authority comparable agency charged with the interpretation or administration thereof thereof, or (3iii) compliance by a Lender Bank or any corporation or bank controlling a Lender its holding company with any applicable guideline request or request directive of general applicabilityany such governmental authority, issued after the date hereof, by any central bank or other Governmental Authority comparable agency regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change"), has the effect of (x) requiring an increase in reducing by any material amount 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 assets or Bank’s capital of such Lender to a level below that which Bank could have achieved (or such corporation or bank) taking into consideration Bank’s and its holding company’s policies with respect to capital adequacy immediately before such adoption, change change, or compliance and assuming that Bank’s capital was fully utilized prior to such adoption, change, or compliance) but for such adoption, change, or compliance solely as a consequence of Bank’s making advances pursuant hereto: (a) Bank shall promptly, after Bank’s determination of such occurrence, give notice thereof to Borrower. (b) Provided that similar pricing adjustments are made by the case may beBank to other loans in the Bank’s loan portfolio, relates to a category of claims or assets that includes such Lender's Loan Amount, the Borrower shall shall: (i) pay to such Lender Bank as an additional fee from time to time time, within thirty (30) days of demand therefor, such amount as Bank certifies to be the amount that will compensate Bank for such reduction, or (ii) pay all of its Obligations (except for the additional fee referenced herein) within ninety (90) days of such notice. (c) A certificate of Bank claiming entitlement to compensation as set forth above will be conclusive in the absence of manifest error in calculation. Such certificate will set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts as are necessary to compensate such Lender for such portion of such increase or reduction as shall be reasonably allocable paid to such Lender's Loan Amount; providedBank, that no and the method by which such amounts shall be payable by the Borrower to were determined. In determining such amount, Bank may use 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 Loans) comparable allocable costs, reasonable averaging and (B) such Lender believes 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changeattribution method.

Capital Adequacy. If (1) the adoption, after the date hereof, of any applicable governmental law, rule or regulation regarding capital adequacy, (2) any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) compliance by a Lender or any corporation or bank controlling a Lender with any applicable guideline or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority (whether or not having the force of law) that constitutes a change of the 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 assets or capital of such Lender (or such corporation or bank) and such adoption, change or compliance, as the case may be, relates to a category of claims or assets that includes such Lender's Loan Amount, the Borrower shall pay to such Lender from time to time such additional amount or amounts as are necessary to compensate such Lender for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan 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 Loans) 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Change.

Capital Adequacy. If (1) the adoptionany Lender shall have determined that, after the date hereof, the adoption of any applicable governmental law, rule or regulation regarding capital adequacy, (2) or any change, after the date hereof, change in the interpretation or administration of any such law, rule or regulation regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof or (3) compliance by a Lender thereof, or any corporation request or bank controlling a Lender with any applicable guideline directive regarding capital adequacy or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority liquidity requirements (whether or not having the force of law) that constitutes a change of any such authority, central bank or comparable agency (including 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, regardless of the nature described in clause (2) ("Capital Adequacy Change"date enacted, adopted or issued), has or would have 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 assets or capital of such Lender (or any Person controlling such corporation Lender) as a consequence of such Lender’s obligations hereunder to a level below that which such Lender (or bankany Person controlling such Lender) and could have achieved but for such adoption, change change, request or compliancedirective (taking into consideration its policies with respect to capital adequacy and liquidity requirements), as then from time to time, within fifteen (15) days after demand by such Lender (with a copy to the case may be, relates to a category of claims or assets that includes such Lender's Loan AmountAdministrative Agent), the Borrower Borrowers shall pay to such Lender from time to time such additional amount or amounts as are necessary to will compensate such Lender (or any Person controlling such Lender) for such portion reduction, solely to the extent that any such additional amounts were incurred by the Lender within ninety (90) days of such increase or reduction as shall be reasonably allocable to such Lender's Loan 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 Loans) comparable allocable costs, and (B) such Lender believes 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, demand except that, if subsequent the change giving rise to such increased costs or reductions is retroactive, then the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender ninety (90) day period referred to above shall be entitled extended to compensation under this Section 5.2 as a result include the period of such Capital Adequacy Changeretroactive effect thereof.

Capital Adequacy. If (1) In the adoption, after the date hereof, of any applicable governmental law, rule or regulation event that a Regulatory Change regarding capital adequacy, (2) any change, after the date hereof, in the interpretation adequacy does or administration of any such law, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) compliance by a Lender or any corporation or bank controlling a Lender with any applicable guideline or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change"), has shall have 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 assets any Lender's (for purposes of this Section 2.12, the term "Lender" shall include any parent or capital holding company of such Lender) capital as a consequence of its obligations hereunder to a level below that which such Lender (or such corporation or bank) and could have achieved but for such adoption, change change, or compliance, as the case may be, relates to a category of claims or assets that includes compliance (taking into consideration such Lender's Loan Amountpolicies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, ten (10) days after submission by such Lender to the Borrower of a written request therefor, together with a certificate (which shall be conclusive absent manifest error), setting forth the calculations evidencing such requested additional amount, and the law or regulation with respect thereto and certifying that such request is consistent with such Lender's treatment of other similar customers having similar provisions generally in their agreements with such Lender, and that such request is being made on the basis of a reasonable allocation of the costs resulting from such law or regulation, the Borrower shall pay to such Lender from time to time such additional amount or amounts as are necessary to will compensate such Lender for such portion reduction. Notwithstanding the foregoing, the Borrower shall only be obligated to compensate a Lender for any amount under this section arising or occurring during (i) in the case of each such request for compensation, any time or period commencing not more than sixty (60) days prior to the date on which such Lender submits such request and (ii) any other time or period during which, because of the unannounced retroactive application of such increase law, regulation, interpretation, request, or reduction as shall be reasonably allocable to such Lender's Loan Amount; provideddirective, that no such amounts shall be payable by the Borrower to any Lender pursuant to this Section 5.2 unless such Lender certifies to could not have known that the Borrower that (A) such Lender is assessing to its other borrowers (of loans similar to the Loans) comparable allocable costs, and (B) such Lender believes such costs are generally applicable to lenders similarly situated to and resulting reduction in the same jurisdiction as such Lenderreturn might arise. 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 date of this Agreement. Each A Lender will notify the Borrower (with a copy of any event occurring after such notice to the date of this Agreement Administrative Agent) that will entitle such Lender it is entitled to compensation pursuant to this Section 5.2 section as promptly as practicable but in any event within 60 days, after such Lender obtains Actual Knowledge thereofdetermines to request such compensation; provided, however, that if any Lender fails the failure to give provide such notice within 60 days after it obtains Actual Knowledge shall not restrict the ability of such an event, such a Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment reimbursed under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe 2.12 except as provided in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changeclause (i) above.

Capital Adequacy. If (1) the adoption, after the date hereof, any Lender has determined that the adoption or effectiveness of any applicable governmental law, rule or regulation regarding capital adequacy, (2) or any changechange therein, after the date hereof, or any change in the interpretation or administration of any such law, rule or regulation thereof by any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof thereof, or (3) compliance by a Lender or any corporation or bank controlling a such Lender with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any such authority, central bank or comparable agency, has or would have 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 such Lender's capital or assets as a consequence of its commitments or capital of obligations hereunder to a level below that which such Lender (or such corporation or bank) and could have achieved but for such adoption, effectiveness, change or compliance, as the case may be, relates to a category of claims or assets that includes compliance (taking into consideration such Lender's Loan Amountpolicies with respect to capital adequacy), then from time to time, within 15 days after demand by such Lender, the Borrower shall pay to such Lender from time to time such additional amount or amounts as are necessary to will compensate such Lender for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan Amount; provided, reduction. Upon determining in good faith that no such any additional amounts shall will be payable by the Borrower to any Lender pursuant to this Section 5.2 unless Section, such Lender certifies will give prompt written notice thereof to the Borrower that (A) Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Lender is assessing to its other borrowers (of loans similar to the Loans) comparable allocable costs, and (B) such Lender believes 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 amounts owing under this Section 5.2shall, as having been enacted or having come into effect before absent manifest error, be final and conclusive and binding on the date of this 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 60 days, after such Lender obtains Actual Knowledge thereofparties hereto; provided, however, that if such determinations are -------- ------- made on a reasonable basis. Failure on the part of any Lender fails to give such notice within 60 days after it obtains Actual Knowledge demand compensation for any period hereunder shall not constitute a waiver of such an eventLender's rights to demand any such compensation in such period or in any other period. Notwithstanding the above, in no event shall the Borrower be obligated to any Lender for any such Lender shall, with respect additional amount to compensation payable pursuant the extent such reductions in rate of return relate to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 period more than ninety (90) days prior to the date that such Lender does give such notice. Such Agent's notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations thereof to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy ChangeBorrower.

Capital Adequacy. If (1) In the adoption, after the date hereof, of event that any Lender shall have determined that any applicable governmental law, rule rule, regulation or regulation guideline regarding capital adequacy, (2) or any changechange therein, after the date hereof, or any change in the interpretation or administration of any such law, rule or regulation thereof by any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof thereof, or (3) compliance by a any Lender or (for purposes of this Section, the term "Lender" shall include any corporation or bank controlling a any Lender) and the office or branch where any Lender (as so defined) makes or maintains its pro rata share of the Advances with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any such authority, central bank or comparable agency, has or would have 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 assets or any Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender (or such corporation or bank) and could have achieved but for such adoption, change or compliance, as the case may be, relates to a category of claims or assets that includes compliance (taking into consideration such Lender's Loan Amount, the Borrower shall pay policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then, from time to time time, Borrowers shall promptly pay such Lender upon its demand (but not more than ten (10) days after Borrowers' receipt of such demand and the certificate of such Lender in regard thereto described below), such additional amount or amounts as are will compensate such Lender for such reduction. In determining such amount or amounts, such Lender may use any reasonable averaging or attribution method. The protection of this Section shall be available to each Lender regardless of any possible contention that the applicable law, regulation or condition is invalid or inapplicable. Such Lender shall certify the amount necessary to compensate such Lender for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan 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 Loans) comparable allocable costs, and (B) such Lender believes 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender , and the basis for purposes of this Section 5.2 of the effect of any increase in the amount of capital required such calculations, to be maintained by the bank Borrowers, and of the amount allocable to such Lender's obligations to the Borrower hereunder certification shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changeconclusive absent manifest error.

Capital Adequacy. If (1) the adoption, after the date hereof, any Lender or Issuing Bank (or any affiliate of the foregoing) shall have reasonably determined that the adoption of any applicable governmental law, rule governmental rule, regulation or regulation order regarding the capital adequacyadequacy of banks or bank holding companies, (2) or any changechange therein, after the date hereof, or any change in the interpretation or administration of any such law, rule or regulation thereof by any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof thereof, or (3) compliance by a such Lender or Issuing Bank (or any corporation or bank controlling a Lender affiliate of the foregoing) with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any such governmental authority, central bank or comparable agency, has or would have 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 assets such Lender’s or Issuing Bank’s (or any affiliate of the foregoing) capital as a consequence of such Lender Lender’s or Issuing Bank’s Commitment or obligations hereunder to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or Issuing Bank’s (or any affiliate of the foregoing) policies with respect to capital adequacy immediately before such corporation adoption, change or bankcompliance and assuming that such Lender’s or Issuing Bank’s (or any affiliate of the foregoing) and capital was fully utilized prior to such adoption, change or compliance), as the case may bethen, relates to a category of claims upon demand by such Lender or assets that includes such Lender's Loan AmountIssuing Bank, the Borrower shall immediately pay to such Lender from time to time or Issuing Bank such additional amount or amounts as are necessary shall be sufficient to compensate such Lender or Issuing Bank for any such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan 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 Loans) comparable allocable costs, and (B) such Lender believes 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereofactually suffered; provided, however, that if there shall be no duplication of amounts paid to a Lender pursuant to this sentence and Section 11.3 hereof; provided, further that the Borrower shall not be required to compensate any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable or Issuing Bank pursuant to this Section 5.2 in respect of for any costs resulting from such event, be entitled to payment under this Section 5.2 only for increased costs incurred from and after the date 60 more than 180 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail or Issuing Bank notifies the calculation Borrower of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase change in the amount of capital required law giving rise to be maintained by the bank such increased costs and of the amount allocable to such Lender's obligations ’s or Issuing Bank’s intention to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater claim compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lendertherefor; and provided, however, further that, if subsequent the change in law giving rise to such increased costs is retroactive then the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender 180-day period referred to above shall be entitled extended to compensation under this Section 5.2 include the period of retroactive effect thereof. A certificate of such Lender or Issuing Bank setting forth the amount to be paid to such Lender or Issuing Bank by the Borrower as a result of such Capital Adequacy Changeany event referred to in this paragraph shall, absent manifest error, be conclusive.

Capital Adequacy. If (1) the adoption, after the date hereof, hereof any Bank or the Agent determines that (a) the adoption of or change in any applicable governmental law, rule or regulation regarding capital adequacygovernmental rule, (2) any changeregulation, after the date hereofpolicy, in the interpretation or administration of any such law, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) compliance by a Lender or any corporation or bank controlling a Lender with any applicable guideline or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive (whether or not having the force of law) that constitutes regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a change court or governmental authority with appropriate jurisdiction, or (b) compliance by such Bank or the Agent or any corporation controlling such Bank or the Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of the nature described in clause (2law) ("Capital Adequacy Change")of any such entity regarding capital adequacy, 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 assets such Bank's or capital of the Agent's commitment with respect to any Revolving Credit Loans to a level below that which such Lender (Bank or such corporation or bank) and the Agent could have achieved but for such adoption, change or compliancecompliance (taking into consideration such Bank's or 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) the Agent to be material, then such Bank or the 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 negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Bank in light of these circumstances. If the Borrower and such Bank are unable to agree to such adjustment within thirty (30) days of the date on which the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in such Bank's reasonable determination, provide adequate compensation provided that the Borrower shall not be liable to any Bank or the Agent for costs incurred more than ninety (90) days prior to receipt by the Borrower of the notice referred to in the immediately preceding sentence from such Bank or the Agent, as the case may be, relates to a category of claims or assets that includes such Lender's Loan Amount, the Borrower shall pay to such Lender from time to time such additional amount or amounts as are necessary to compensate such Lender for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan 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 Loans) comparable allocable costs, and (B) such Lender believes 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 date of this Agreement. Each Lender will notify the Borrower of any event occurring after the date of this Agreement that will entitle Bank shall allocate such Lender to compensation pursuant to this Section 5.2 as promptly as practicable but cost increases among its customers in any event within 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such good faith and on an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changeequitable basis.

Capital Adequacy. If (1) the adoption, after the date hereof, of any applicable governmental law, rule or regulation Change in Law regarding capital adequacy, (2) any change, after the date hereof, in the interpretation adequacy or administration of any such law, rule or regulation liquidity by any Governmental Authority, central bank or other Governmental Authority comparable agency charged by Applicable Law with the interpretation or administration thereof thereof, or (3) compliance by a such Lender or any its parent corporation or bank controlling a Lender with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank directive regarding capital adequacy or other Governmental Authority liquidity (whether or not having the force of law) that constitutes a change of any such authority, central bank, or comparable agency, in each case made subsequent to the nature described in clause (2) ("Capital Adequacy Change")date hereof, has the or would have 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 assets or the capital of such Lender (any Affected Party as a consequence of its obligations hereunder or such corporation or bank) and such adoption, change or compliance, as the case may be, relates arising in connection herewith to a category level below that which any such Affected Party could have achieved but for such introduction, change, compliance or change (taking into consideration the policies of claims such Affected Party with respect to capital adequacy or assets that includes liquidity) by an amount deemed by such Lender's Loan AmountAffected Party to be material, then on the next Monthly Payment Date following the receipt of written demand by such Affected Party, the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. If as a result of any event or circumstance similar to those described in Sections 2.11(b) or (c), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then on the next Monthly Payment Date following the receipt of written demand by such Affected Party, the Borrower shall pay to such Lender from time to time Affected Party such additional amount or amounts as are may be necessary to compensate reimburse such Lender Affected Party for any amounts paid by it. In determining any amount provided for in this Section 2.11, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim or demand under this Section 2.11 shall submit to the Borrower a certificate as to such additional or increased cost or reduction, showing the basis for such portion of such increase claim or reduction as demand in reasonable detail including calculation thereof, which basis must be reasonable and supported, which certificate shall be reasonably allocable conclusive absent manifest error. If any material amounts are required to such Lender's Loan Amount; provided, that no such amounts shall be payable paid by the Borrower pursuant to any Lender Section 2.11(b) or (c), the Borrower shall be entitled to, upon written notice (which notice shall be received within five (5) 32 Business Days after the applicable demand or claim), prepay all outstanding Advances held by such Affected Party and terminate the Agreement with respect to such Affected Party. Each notice delivered by the Borrower 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 Loans) comparable allocable costs, and (B) such Lender believes 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changeirrevocable.

Capital Adequacy. If (1a) the adoption, adoption or effectiveness after the date hereofEffective Date of, of or any change after the Effective Date in, any applicable governmental law, rule or regulation regarding capital adequacy, (2) or any change, change after the date hereof, Effective Date by any Governmental Authority (including any central bank or comparable agency) charged with the interpretation or administration thereof in the interpretation or administration of any such applicable law, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof regarding capital adequacy, or (3b) compliance by a any Relevant Lender or any corporation or bank controlling a Lender its parent with any applicable guideline direction, request or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority requirement regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause any Governmental Authority (2) ("Capital Adequacy Change"including any central bank or comparable agency), has or would have 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 assets or capital of such Lender Lender's (or parent's) capital or assets as a consequence of its commitments or obligations hereunder otherwise than as a result of Taxes to a level below that which such corporation Lender, or bank) and its parent, could have achieved but for such adoption, effectiveness, change or compliance, as the case may be, relates to a category of claims or assets that includes compliance (taking into consideration such Lender's Loan Amount(or parent's) policies with respect to capital adequacy), then such Lender or Lenders shall give prompt written notice thereof (setting forth the computations in reasonable detail) to the Administrative Agent and the Administrative Agent shall give prompt written notice thereof to the Relevant Borrower, and such Borrower shall be obligated to pay to each such Lender from time to time such additional amount or amounts as are necessary to will compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan Amount; provided, that no such amounts shall be payable reduction. Each determination 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 Loans) comparable allocable costs, and (B) such Lender believes 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 amount owing under this Section 5.2, as having been enacted or having come into effect before the date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender 3.14 shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such eventabsent manifest error, be conclusive and binding on the parties hereto. Any Lender entitled to a payment under this Section 5.2 only for 3.14 shall, in conjunction with the notice referred to above, provide to the Relevant Borrower a photocopy of the relevant law, rule, guideline, regulation, treaty or directive. The Lender shall, at the written request of the Relevant Borrower, take such steps as the Lender, in its sole discretion, deems appropriate and not detrimental to its interests, and subject to payment of all expenses (including internal chargeout rates) and indemnification satisfactory to the Lender, to limit the incidence of any amount payable under this Section 3.14. Notwithstanding anything else to the contrary in this Section 3.14, no Borrower is under any obligation to compensate any Lender or Issuing Lender under this Section 3.14 with respect to increased costs incurred from and after the date 60 days or reductions with respect to any period prior to the date that is 180 days prior to such request if such Lender does give such notice. Such notice shall describe in reasonable detail the calculation or Issuing Lender knew or could reasonably have been expected to know of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required circumstances giving rise to be maintained by the bank such increased costs or reductions and of the amount allocable fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided that the foregoing limitation does not apply to such Lender's obligations to the Borrower hereunder shall be prima facie evidence any increased costs or reductions arising out of the amounts owed under this Section. Any assignee retroactive application of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to change in law within such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Change180-day period.

Capital Adequacy. If (1) In the adoption, after the date hereof, of event that any applicable governmental law, rule or regulation regarding capital adequacy, (2) any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) compliance by Lender shall have determined that a Lender or any corporation or bank controlling a Lender with any applicable guideline or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change"), Regulatory 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 assets or such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender (or such corporation or bank) and could have achieved but for such adoption, change or compliance, as the case may be, relates to a category of claims or assets that includes compliance (taking into consideration such Lender's Loan Amountpolicies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, ten (10) days after submission by such Lender to the Borrower (with a copy to the Agents) of a written request therefor, together with a certificate (which shall be conclusive absent manifest error), setting forth the calculations evidencing such requested additional amount, and the law or regulation with respect thereto and certifying that such request is consistent with such Lender's treatment of other similar customers having similar provisions generally in their agreements with such Lender and that such request is being made on the basis of a reasonable allocation of the costs resulting from such law or regulation, the Borrower shall pay to such Lender from time to time such additional amount or amounts as are necessary will compensate such Lender for such reduction. Allocations shall not be deemed reasonable unless made ratably, to the extent practicable, to all affected assets, commitments, activities or other relevant aspects of such Lender's business, whether or not the Lender is entitled to compensation with respect thereto. Notwithstanding the foregoing, the Borrower shall only be obligated to compensate such Lender for any amount under this subsection arising or occurring during (i) in the case of each such portion request for compensation, any time or period commencing not more than ninety (90) days prior to the date on which such Lender submits such request and (ii) any other time or period during which, because of the unannounced retroactive application of such increase law, regulation, interpretation, request or reduction as shall be reasonably allocable to such Lender's Loan Amount; provideddirective, that no such amounts shall be payable by the Borrower to any Lender pursuant to this Section 5.2 unless such Lender certifies to reasonably could not have known that the Borrower that (A) such Lender is assessing to its other borrowers (of loans similar to the Loans) comparable allocable costs, and (B) such Lender believes such costs are generally applicable to lenders similarly situated to and resulting reduction 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 date of this Agreementreturn might arise. Each Lender will notify the Borrower of any event occurring after the date of this Agreement that will entitle such Lender it is entitled to compensation pursuant to this Section 5.2 subsection as promptly as practicable but in any event within 60 days, after it determines to request such Lender obtains Actual Knowledge thereofcompensation; provided, however, that if any Lender fails the failure to give provide such notice within 60 days after it obtains Actual Knowledge shall not restrict the ability of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment reimbursed under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Change2.11.

Capital Adequacy. If (1) the adoption, after the date hereof, the applicability of any applicable governmental law, rule rule, regulation, policy, guideline or regulation 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, (2) or any changechange therein, after or any change in any of the date hereof, foregoing or in the interpretation or administration of any such law, rule or regulation of the foregoing by any domestic or foreign governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof thereof, or (3) compliance by a any Lender (or any corporation lending office of any Lender), as the case may be, or bank controlling by a Lender Lender's holding company, as the case may be, with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any such authority, central bank or comparable agency, 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 assets a Co-Lender's capital or on the capital of such Lender (or such corporation or bank) and such adoption, change or complianceLender's holding company, as the case may be, relates to as a category consequence of claims or assets that includes such Lender's Loan Amountobligations 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 from time to time such additional amount or amounts as are necessary to will compensate such Lender for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan Amount; providedholding company, that no as the case maybe, for such actual, direct reduction, but not any consequential or remote losses. Any amount or 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 Loans) comparable allocable costs, and (B) such Lender believes 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes in accordance with the provisions of this Section 5.2 shall be paid by Borrower to such Lender within ten (10) days of receipt by Borrower from such Lender of the effect of any increase notice described in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Change§ 4.7.

Capital Adequacy. If (1a) In the adoptionevent that Agent, after the date hereof, of Swing Loan Lender or any applicable governmental law, rule Lender shall have determined that any Applicable Law or regulation guideline regarding liquidity or capital adequacy, (2) or any change, after the date hereof, Change in Law or any change in the interpretation or administration of any such law, rule or regulation thereof by any Governmental Body, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof thereof, or (3) compliance by a Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term "Lender" shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling a Agent , Swing Loan Lender or any Lender and the office or branch where Agent , Swing Loan Lender or any Lender (as so defined) makes or maintains any Term SOFR Rate Loans) with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank directive regarding liquidity or other Governmental Authority capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any such authority, central bank or comparable agency, has or would have 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 assets Agent, Swing Loan Lender or any Lender's capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent , Swing Loan Lender or such Lender (or such corporation or bank) and could have achieved but for such adoption, change or compliancecompliance (taking into consideration Agent's, Swing Loan Lender's and each Lender's policies with respect to liquidity or capital adequacy) by an amount deemed by Agent, Swing Loan Lender or any Lender to be material, then, from time to time, Borrowers shall 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, as the case may be, relates notifies the Borrowers of the event or Change in Law giving rise to a category such increased costs or reductions, and of claims such Agent’s, Swing Loan Lender’s or assets that includes such Lender's Loan Amount, the Borrower shall pay ’s intention to such Lender from time to time such additional amount or amounts as are necessary to compensate such Lender for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan 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 claim compensation therefor (A) such Lender is assessing to its other borrowers (of loans similar to the Loans) comparable allocable costs, and (B) such Lender believes 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, except that, if subsequent the Change in Law giving rise to such increased costs or reductions is retroactive, then the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender one hundred eighty (180) day period referred to above shall be entitled extended to compensation under this Section 5.2 as a result include the period of such Capital Adequacy Changeretroactive effect thereof).

Capital Adequacy. (a) If (1) the adoption, after Lender shall have determined that the date hereof, applicability of any applicable governmental law, rule rule, regulation or regulation guideline regarding capital adequacy, (2) or any change, after change in any of the date hereof, foregoing or in the interpretation or administration of any such law, rule or regulation of the foregoing by any governmental authority, central bank lender or other Governmental Authority comparable agency charged with the interpretation or administration thereof (and for purposes of this Agreement, (1) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all regulations, guidelines and directions in connection therewith, and (2) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (3) compliance by a Lender or any corporation successor or bank controlling a Lender with any applicable guideline similar authority) or request of general applicabilitythe United States or foreign regulatory authorities, issued in each case pursuant to Basel III, are, in each case, deemed to have been adopted and gone into effect after the date hereof), or compliance by the Lender (or any central bank lending office of the Lender) or other Governmental Authority the Lender’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any such authority, central lender or comparable agency, has or would have 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 assets the Lender’s capital or on the capital of such the Lender’s holding company, if any, as a consequence of this Agreement or any Advance made by the Lender (pursuant hereto to a level below that which the Lender or such corporation or bank) and the Lender’s holding company could have achieved but for such adoption, change or compliancecompliance (taking into consideration the Lender’s policies and the policies of the Lender’s holding company with respect to capital adequacy) by an amount deemed by the Lender to be material, as the case may be, relates then from time to a category of claims or assets that includes such Lender's Loan Amount, time the Borrower shall pay to such the Lender from time to time such additional amount or amounts as are will compensate the Lender or the Lender’s holding company for any such reduction suffered, only so long as the Lender is treating the Borrower with respect to such reimbursement request in a manner substantially similar to how it is treating its similarly situated borrowers under similar circumstances. (b) A certificate of the Lender setting forth such amount or amounts as shall be necessary to compensate such the Lender for such portion of such increase or reduction its holding company as specified in paragraph (a) above shall be reasonably allocable to such Lender's Loan 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 delivered to the Borrower that (A) such Lender is assessing to its other borrowers (of loans similar to the Loans) comparable allocable costs, and (B) such Lender believes such costs are generally applicable to lenders similarly situated to shall be deemed presumptively correct 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 binding 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 date of this Agreement. Each Lender will notify the Borrower absent manifest error. The Borrower shall pay the Lender the amount shown as due on any such certificate delivered by it within thirty (30) days after their receipt of any event occurring after the date same. Without limitation of this Agreement that will entitle such the foregoing, (i) if the Lender to makes a demand for compensation pursuant to this Section 5.2 as promptly as practicable but clause (b), the Borrower may, notwithstanding anything in any event within 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior Agreement to the date that such contrary, upon notice to the Lender does give such notice. Such notice shall describe in reasonable detail the calculation accordance with Sections 2.03 and 7.02, not later than thirty (30) days following receipt of the amounts owed under certificate referred to in this Section. Determinations by a Lender for purposes of this Section 5.2 of clause (b), repay in full the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent Advances together with accrued interest thereon to the date of transfer or sale prepayment (and, if Borrower timely makes such repayment in full, then no amount under this clause (b) shall be owed). (c) Failure on the part of the Note there occurs Lender to demand compensation for any reduction in return on capital with respect to any period shall not constitute a Capital Adequacy Change and waiver of the Lender’s right to demand such transferee Lender is domiciled in a Designated Country, compensation with respect to such transferee Lender period or any other period. The protection of this Section shall be entitled available to compensation under this Section 5.2 as a result the Lender regardless of such Capital Adequacy Changeany possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.

Capital Adequacy. If (1) the adoptionIf, after the date hereof, Lender shall have reasonably determined that either (a) the adoption of any applicable governmental law, rule rule, regulation or regulation guideline of general applicability regarding capital adequacy, (2) or any changechange therein, after the date hereof, or any change in the interpretation or administration of any such law, rule or regulation thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof thereof, or (3b) compliance by a Lender (or any corporation or bank controlling a Lender lending office of Lender) with any applicable guideline request or request directive of general applicability, issued after the date hereof, by any central bank or other Governmental Authority applicability regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any such authority, central bank or comparable agency, has or would have 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 assets Lender’s capital as a consequence of its or capital of such Borrower’s obligations hereunder to a level below that which Lender (or such corporation or bank) and could have achieved but for such adoption, change or compliancecompliance (taking into consideration Lender’s policies with respect to capital adequacy) by an amount reasonably deemed by Lender to be material, as the case may be, relates to a category of claims or assets that includes such Lender's Loan Amount, the Borrower shall pay to such Lender then from time to time time, Lender may notify Borrower, which notice shall include a calculation and a reference to the law, rule or regulation. Within 120 days thereafter, Borrower shall either (i) pay to Lender such additional amount or amounts as are necessary to will adequately compensate such Lender for such portion of such increase reduction effective with the 121st day, or reduction as shall be reasonably allocable to such Lender's Loan 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 (Aii) such Lender is assessing to its other borrowers (of loans similar to payoff the Loans) comparable allocable costs, and (B) such Lender believes 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 date of this Agreement. Each Lender will notify the Borrower of any event occurring after the date of this Agreement that such determination which will entitle such Lender to compensation pursuant to this Section 5.2 subsection as promptly as practicable (but in any event within 60 120 days, ) after such Lender obtains Actual Knowledge thereof; provided, however, that if any actual knowledge of the event or condition prompting Lender fails to give make such notice within 60 days after it obtains Actual Knowledge determination. A certificate of such an event, such Lender shall, with respect to claiming compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after setting forth the date 60 days prior additional amount or amounts to be paid to it hereunder, together with the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation description of the manner in which such amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder have been calculated, shall be prima facie evidence of the amounts owed under this Sectionthereof. Any assignee of a In determining such amount, Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to may use any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change reasonable averaging and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changeattribution methods.

Capital Adequacy. If (1) the adoptionIf, after the date hereof, Lender shall have reasonably determined that either (i) the adoption (after the date hereof) of any applicable governmental law, rule rule, regulation or regulation guideline regarding capital adequacy, (2) or any changechange therein, after the date hereof, or any change in the interpretation or administration of any such law, rule or regulation thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof thereof, or (3ii) compliance by a Lender (or any corporation or bank controlling a Lender lending office of Lender) with any applicable guideline request or request of general applicability, directive (issued after the date hereof, by any central bank or other Governmental Authority ) regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any such authority, central bank or comparable agency, and having general application to lenders such as Lender, has or would have 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 assets Lender's capital as a consequence of its or capital of such Borrower's obligations hereunder to a level below that which Lender (or such corporation or bank) and could have achieved but for such adoption, change or compliancecompliance by an amount reasonably deemed by Lender to be material, as the case may bethen from time to time, relates to a category of claims or assets that includes such within five (5) days after demand by Lender's Loan Amount, the Borrower shall pay to such Lender from time to time such additional amount or amounts as are necessary to will adequately compensate such Lender for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan Amount; providedreduction, 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 Loans) comparable allocable costs, and (B) such Lender believes 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 required to pay any more than similarly situated customers 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 date of this AgreementLender. Each Lender will notify the Borrower of any event of which it has actual knowledge, occurring after the date of this Agreement that thereof, which will entitle such Lender to compensation pursuant to this Section 5.2 as promptly as practicable but in 2.07. No failure by Lender to immediately demand payment of any event within 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails additional amounts payable hereunder shall constitute a waiver of Lender's right to give such notice within 60 days after it obtains Actual Knowledge demand payment of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of amounts at any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changetime.

Capital Adequacy. If the amount of capital required or expected to be maintained by any Lender, the Issuing Bank or any Person directly or indirectly owning or controlling such Lender or the Issuing Bank (1each a "Control Person"), shall be affected by (a) the adoption, after the date hereof, introduction or phasing in of any applicable governmental law, rule or regulation regarding capital adequacy, after the Original Effective Date, (2b) any change, change after the date hereof, Original Effective Date in the interpretation or administration of any such existing law, rule or regulation by any central bank or other United States or foreign Governmental Authority charged with the interpretation or administration thereof or thereof, or (3c) compliance by a Lender such Lender, the Issuing Bank or any corporation or bank controlling a Lender such Control Person with any applicable directive, guideline or request of general applicability, issued after the date hereof, by from any central bank or other United States or foreign Governmental Authority (whether or not having the force of law) promulgated or made Original Effective Date, and such Person shall have determined that constitutes a such introduction, phasing in, change of the nature described in clause (2) ("Capital Adequacy Change"), has or compliance shall have had or will thereafter have the effect of reducing (xi) 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 assets its capital, or capital of (ii) the asset value to such Lender (Lender, the Issuing Bank or such corporation Control Person of the Loans made or bank) and maintained by such adoptionLender, the Letters of Credit issued or maintained by the Issuing Bank or the Reimbursement Obligations or any participation therein owed to the Issuing Bank or any Lender to a level below that which such Lender, the Issuing Bank or such Control Person could have achieved or would thereafter be able to achieve but for such introduction, phasing in, change or compliancecompliance (after taking into account such Lender's, the Issuing Bank's or such Control Person's policies regarding capital), in either case by an amount which it deems material, then, within ten days after demand by such Lender or the Issuing Bank, the Borrower shall pay to such Lender, the Issuing Bank or such Control Person, as the case may be, relates to a category of claims or assets that includes such Lender's Loan Amount, the Borrower shall pay to such Lender from time to time such additional amount or amounts as are necessary shall be sufficient to compensate such Lender Lender, the Issuing Bank or such Control Person, as the case may be, for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan 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 Loans) comparable allocable costs, and (B) such Lender believes 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changeafter-tax basis.

Capital Adequacy. If (1) the adoption, after the date hereof, of any applicable governmental law, rule or regulation regarding capital adequacy, (2) any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) compliance by a Lender or any corporation or bank controlling a Lender with any applicable guideline or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change"), has the effect of (x) requiring an increase in the amount of capital required or expected to be maintained by a any Lender or any corporation Person directly or bank indirectly owning or controlling a such Lender or the Issuing Bank (yeach a "Control Person"), shall be affected by the occurrence of a Regulatory Change and such Lender or the Issuing Bank shall have determined that such Regulatory Change shall have had or will thereafter have the effect of reducing (i) reducing the rate of return on assets or capital of such Lender (or such corporation or bank) and such adoption, change or compliance, as the case may be, relates to a category of claims or assets that includes such Lender's Loan Amountor such Control Person's capital, or (ii) the asset value to such Lender or the Issuing Bank or such Control Person of the Loans made or maintained by such Lender, or of the Reimbursement Obligations or any participation therein, in any case to a level below that which such Lender or the Issuing Bank or such Control Person could have achieved or would thereafter be able to achieve but for such Regulatory Change (after taking into account such Lender's or the Issuing Bank's or such Control Person's policies regarding capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material to such Lender or the Issuing Bank or Control Person, then, within ten days after demand by such Lender or the Issuing Bank, the Borrower shall pay to such Lender from time to time or the Issuing Bank or such Control Person such additional amount or amounts as are necessary shall be sufficient to compensate such Lender or the Issuing Bank or such Control Person, as the case may be, for such portion reduction. A statement setting forth in reasonable detail the calcula tions of such increase or reduction as shall be reasonably allocable to such Lender's Loan Amount; provided, that no such any additional amounts shall be payable by the Borrower to any Lender pursuant to this Section 5.2 unless such submitted by a Lender certifies or the Issuing Bank to the Borrower that (A) such shall be presumptively correct absent manifest error. No failure by any Lender is assessing or the Issuing Bank to its other borrowers (of loans similar to the Loans) comparable allocable costsdemand, and (B) such Lender believes such costs are generally applicable to lenders similarly situated to and no delay in the same jurisdiction as such Lender. For the avoidance of doubtdemanding, 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 5.2shall constitute a waiver of its right to demand such compensation at any time, as having been enacted or having come into effect before the date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if the Borrower shall not be obligated to compensate a Lender or the Issuing Bank, as the case may be, for any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment amount under this Section 5.2 only for costs incurred from and after arising or occurring during the date 60 period commencing not more than 90 days prior to the date on which the officer of such Lender or the Issuing Bank, as the case may be, primarily responsible for the administration of this Agreement obtains actual knowledge that such Lender does give such notice. Such notice shall describe in reasonable detail or the calculation of Issuing Bank, as the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable case may be, is entitled to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changecompensation.

Capital Adequacy. If (1) the adoption, after the date hereof, of any applicable governmental law, rule or regulation regarding capital adequacy, (2) any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by Lender shall have determined that any central bank or other Governmental Authority charged with properly authorized to do so has adopted or implemented (and has taken all necessary action to legally adopt or implement) any applicable law, rule, or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof or (3) thereof, compliance with which by a the Lender or any corporation or bank controlling a Lender with any applicable guideline or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change"), has would have 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 assets the Lender’s capital as a consequence of its obligations hereunder or capital of such the transactions contemplated hereby to a level below that which the Lender (or such corporation or bank) and could have achieved but for such adoption, change implementation, change, or compliancecompliance (taking into consideration the Lender’s policies with respect to capital adequacy) by an amount deemed by the Lender to be material, as then from time to time, within ten (10) Business Days after demand by the case may be, relates to a category of claims or assets that includes such Lender's Loan Amount, the Borrower shall pay to such the Lender from time to time (or its parent) such additional amount or amounts as are necessary to will compensate such the Lender for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan Amount; provided, that no such amounts shall be payable by reduction. The Lender will give 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 Loans) comparable allocable costs, and (B) such Lender believes 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 date of this Agreement. Each Lender will notify the Borrower notice of any event occurring after the date of this Agreement that which will entitle such the Lender to compensation pursuant to this Section 5.2 as promptly as practicable but in any event within 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of knowledge thereof and determines to request such an eventcompensation, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after no claim by the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than shall in any case be made until such time as the Lender determines that which would have been payable it is legally required to the transferor Lender as comply with such law, rule, regulations or change thereto giving rise to such claim. A certificate of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to claiming compensation under this Section 5.2 as and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided that the determination thereof is made on a result of reasonable basis, In determining such Capital Adequacy Changeamount or amounts, the Lender may use any reasonable averaging and attribution methods.

Capital Adequacy. If (1) the adoption, after the date hereof, any Lender or Issuing Bank (or any affiliate of the foregoing) shall have reasonably determined that the adoption of any applicable governmental law, rule governmental rule, regulation or regulation order regarding the capital adequacyadequacy of banks or bank holding companies, (2) or any changechange therein, after the date hereof, or any change in the interpretation or administration of any such law, rule or regulation thereof by any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof thereof, or (3) compliance by a such Lender or Issuing Bank (or any corporation or bank controlling a Lender affiliate of the foregoing) with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any such governmental authority, central bank or comparable agency, has or would have 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 assets such Lender's or Issuing Bank's (or any affiliate of the foregoing) capital as a consequence of such Lender Lender's or Issuing Bank's Commitment or Obligations hereunder to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or Issuing Bank's (or any affiliate of the foregoing) policies with respect to capital adequacy immediately before such corporation adoption, change or bankcompliance and assuming that such Lender's or Issuing Bank's (or any affiliate of the foregoing) and capital was fully utilized prior to such adoption, change or compliance), as the case may bethen, relates to a category of claims upon demand by such Lender or assets that includes such Lender's Loan AmountIssuing Bank, the Borrower shall immediately pay to such Lender from time to time or Issuing Bank such 116 additional amount or amounts as are necessary shall be sufficient to compensate such Lender or Issuing Bank for any such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan 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 Loans) comparable allocable costs, and (B) such Lender believes 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereofactually suffered; provided, however, that if any there shall be no duplication of amounts paid to a Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this sentence and Section 5.2 in respect 11.3 hereof. A certificate of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in or Issuing Bank setting forth the amount of capital required to be maintained paid to such Lender or Issuing Bank by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changeany event referred to in this paragraph shall, absent manifest error, be conclusive.

Capital Adequacy. If (1) the adoption, after the date hereof, any Lender or Issuing Bank (or any affiliate thereof) shall have reasonably determined that the adoption of any applicable governmental law, rule governmental rule, regulation or regulation order regarding the capital adequacyadequacy of banks or bank holding companies, (2) or any changechange therein, after the date hereof, or any change in the interpretation or administration of any such law, rule or regulation thereof by any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof thereof, or (3) compliance by a such Lender or Issuing Bank (or any corporation or bank controlling a Lender affiliate thereof) with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any such governmental authority, central bank or comparable agency, has or would have 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 assets such Lender's or Issuing Bank's (or any affiliate thereof) capital as a consequence of such Lender Lender's or Issuing Bank's Commitments or obligations hereunder to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or Issuing Bank's (or any affiliate thereof) policies with respect to capital adequacy immediately before such corporation adoption, change or bankcompliance and assuming that such Lender's or Issuing Bank's (or any affiliate thereof) and capital was fully utilized prior to such adoption, change or compliance), as the case may bethen, relates to a category of claims upon demand by such Lender or assets that includes such Lender's Loan AmountIssuing Bank, the Borrower Borrowers shall immediately pay to such Lender from time to time or Issuing Bank such additional amount or amounts as are necessary shall be sufficient to compensate such Lender or Issuing Bank for any such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan 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 Loans) comparable allocable costs, and (B) such Lender believes 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereofactually suffered; provided, however, that if any there shall be no duplication of amounts paid to a Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable or Issuing Bank pursuant to this sentence and Section 5.2 in respect 11.3 hereof. A certificate of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in or Issuing Bank setting forth the amount of capital required to be maintained paid to such Lender or Issuing Bank by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 Borrowers as a result of such Capital Adequacy Change.any event referred to in this paragraph shall, absent manifest error, be conclusive. 95 102

Capital Adequacy. If (1) the adoption, after the date hereofAgreement Date, any Lender or Issuing Bank (or any Affiliate of the foregoing) shall have reasonably determined that the adoption of any applicable Applicable Law, governmental lawrule, rule regulation or regulation order regarding the capital adequacyadequacy or liquidity of banks or bank holding companies, (2) or any changechange therein, after the date hereof, or any change in the interpretation or administration of any such law, rule or regulation thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof thereof, or (3) compliance by a such Lender or Issuing Bank (or any corporation or bank controlling a Lender Affiliate of the foregoing) with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of any such Governmental Authority, central bank or comparable agency (but only if such adoption, change, request or directive occurs after the nature described in clause (2) ("Capital Adequacy Change"Agreement Date), has or would have 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 assets such Lender’s or Issuing Bank’s (or any Affiliate of the foregoing) capital as a consequence of such Lender Lender’s or Issuing Bank’s portion of the Revolving Loan Commitment or obligations hereunder to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or Issuing Bank’s (or any Affiliate of the foregoing) policies with respect to capital adequacy immediately before such corporation adoption, change or bankcompliance and assuming that such Lender’s or Issuing Bank’s (or any Affiliate of the foregoing) and capital was fully utilized prior to such adoption, change or compliance), as the case may bethen, relates to a category of claims promptly upon demand by such Lender or assets that includes such Lender's Loan AmountIssuing Bank, the Borrower Borrowers shall immediately pay to such Lender from time to time or Issuing Bank such additional amount or amounts as are necessary shall be sufficient to compensate such Lender or Issuing Bank for any such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan Amountactually suffered; provided, however, that no such amounts there shall be payable by the Borrower no duplication of amounts paid to any a Lender pursuant to this sentence and Section 5.2 unless such Lender certifies 12.3; provided, further, that notwithstanding anything to the Borrower that contrary contained herein, for the purposes of this Section 12.5, the following shall be deemed to have occurred after the Agreement Date: (Ai) such Lender is assessing to its other borrowers (the adoption of loans similar to the Loans) comparable allocable costs▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (Bii) such Lender believes such costs are generally applicable to lenders similarly situated to and in all requests, rules, guidelines or directives promulgated by the same jurisdiction as such Lender. For the avoidance of doubtBank for International settlements, the matters set forth in the Consultative Document titled "The New Basel Capital Accord" issued by the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in April 2003 will not each case pursuant to Basel III. A certificate of such Lender or Issuing Bank setting forth the amount to be treated, for purposes of determining whether any paid to such Lender is entitled to compensation under this Section 5.2, or Issuing Bank by the Borrowers as having been enacted or having come into effect before the date of this Agreement. Each Lender will notify the Borrower a result of any event occurring after referred to in this paragraph shall, absent manifest error, be conclusive. Such Lender or the date Issuing Bank 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 sole judgment of this Agreement that will entitle such Lender or the Issuing Bank, be otherwise disadvantageous to such Lender or the Issuing Bank. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 5.2 as promptly as practicable but in any event within 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge 12.5 shall not constitute a waiver of such an eventLender’s or the Issuing Bank’s right to demand such compensation; provided that, such other than in respect of matters covered by the second proviso to the first sentence of this Section 12.5, the Borrowers shall not be required to compensate a Lender shall, with respect to compensation payable or the Issuing Bank pursuant to this Section 5.2 12.5 for any reductions in respect rate of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs return incurred from and after the date 60 more than 270 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail or the calculation Issuing Bank notifies the Borrowers of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase change in the amount of capital required Applicable Law or other occurrence giving rise to be maintained by the bank such reductions and of the amount allocable to such Lender's obligations ’s or the Issuing Bank’s intention to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater claim compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lendertherefore; provided, however, provided further that, if subsequent the change in Applicable Law or other occurrence giving rise to such increased costs or reductions is retroactive, then the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender 270 day period referred to above shall be entitled extended to compensation under this Section 5.2 as a result include the period of such Capital Adequacy Changeretroactive effect thereof.

Capital Adequacy. If The Borrower shall pay directly to each Bank from time to time on request of such Bank such amounts as such Bank may determine to be necessary to compensate such Bank (1or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the adoptionmaintenance by such Bank (or such bank holding company), after the date hereof, of pursuant to any applicable governmental law, rule law or regulation regarding capital adequacy, (2) any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) compliance by a Lender or any corporation or bank controlling a Lender with any applicable guideline interpretation, directive or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) that constitutes a change of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing at the national level any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing the Basle Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the nature described in clause Board of Governors of the Federal Reserve System (212 CFR Part 208, Appendix A; 12 CFR Part 225, Appendix A) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency ("Capital Adequacy Change"12 CFR Part 3, Appendix A)), has the effect of (x) requiring an increase in the amount of capital required in respect of its Commitment, Loans or participation in Letters of Credit (such compensation to be maintained by a Lender or include, without limitation, an amount equal to any corporation or bank controlling a Lender or (y) reducing reduction of the rate of return on assets or capital equity of such Lender Bank (or such corporation or bankbank holding company) and such adoption, change or compliance, as the case may be, relates to a category of claims level below that which such Bank (or assets that includes such Lenderbank holding company) could have achieved but for such law, regulation, interpretation, directive or request). Simultaneously with such Bank's Loan Amountrequest for any such amount, the Borrower Bank shall pay to such Lender from time to time such additional amount or amounts as are necessary to compensate such Lender for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan 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 submit to the Borrower that (A) a certificate in reasonable detail of such Lender is assessing to its other borrowers (Bank setting forth the basis for the determination of loans similar to the Loans) comparable allocable costs, and (B) such Lender believes such costs are generally applicable to lenders similarly situated to and in the same jurisdiction as such Lenderamount payable under this SECTION 5.4. For the avoidance of doubt, the matters set forth in the Consultative Document titled "The New Basel Capital Accord" issued Determinations by the Basel Committee on Banking Supervision in April 2003 will not be treated, each Bank for purposes of this SECTION 5.4 shall be conclusive in the absence of manifest error. In determining whether such amounts, the Banks may use any Lender is entitled to compensation under this Section 5.2reasonable averaging, as having been enacted or having come into effect before the date attribution and allocation methods. For purposes of this Agreement. Each Lender will notify the Borrower of SECTION 5.4, "Regulatory Change" shall mean, with respect to any event occurring Bank, any change 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 60 daysFederal, state or foreign law or regulations (including, without limitation, Regulation D) or the adoption or making after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect date of any costs resulting from interpretation, directive or request applying to a class of banks (other than those applying solely to banks formally determined by the applicable regulator to be in a financially troubled condition) including such eventBank of or under any Federal, state or foreign law or regulations (whether or not having the force of law and whether or not failure to comply therewith would be entitled to payment under this Section 5.2 only for costs incurred from and after unlawful) by any court or governmental or monetary authority charged with the date 60 days prior to the date that such Lender does give such noticeinterpretation or administration thereof. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for For purposes of this Section 5.2 of SECTION 5.4, "Basle Accord" shall mean the effect of any increase in the amount of proposals for risk-based capital required to be maintained framework described by the bank Basle Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of the amount allocable Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to time or any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changereplacement thereof.

Capital Adequacy. If (1) the adoption, after the date hereof, of any applicable governmental existing or future law, rule regulation, or regulation regarding capital adequacyguideline, (2) any change, after the date hereof, in or the interpretation or administration of any such law, rule or regulation thereof by any central bank court or other Governmental Authority administrative or governmental authority charged with the interpretation administration thereof, or administration thereof or (3) compliance by a Lender or any corporation or bank controlling a Lender with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive (whether or not having the force of law) that constitutes a change of any such authority, shall either (i) impose, modify, or deem applicable or result in the application of, any reserve, special deposit, capital maintenance, capital ratio, or similar requirements against loans or loan commitments made by Lender or against any other extensions of credit or commitments to extend credit or other assets of or any deposits or other liabilities taken or entered into by Lender, or (ii) cause Lender, in anticipation of the nature described effectiveness of any capital maintenance, capital ratio, or similar requirement, to take reasonable action to enable itself to comply therewith, or (iii) impose on Lender any other condition regarding this Agreement or the Total Credit Facility, and the result of any event referred to in clause (2) ("Capital Adequacy Change"i), 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 ii), or (yiii) reducing the rate of return on assets or capital of such Lender (or such corporation or bank) and such adoption, change or compliance, as the case may be, relates to a category of claims or assets that includes such Lender's Loan Amount, the Borrower shall pay to such Lender from time to time such additional amount or amounts as are necessary to compensate such Lender for such portion of such increase or reduction as above shall be reasonably allocable to such increase the cost to Lender of making or maintaining, or to impose upon Lender's Loan Amount; provided, that no such amounts shall be payable by the Borrower to or increase, 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 Loans) comparable allocable costs, and (B) such Lender believes such costs are generally capital requirement 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of the making or maintenance of, the Total Credit Facility or the Obligations of Borrower or to reduce the amounts receivable by Lender hereunder (which increase in cost or increase in (or imposition of) capital requirements or reduction in amounts receivable may be determined by Lender's reasonable allocation of the aggregate of such Capital Adequacy Change.cost increases, capital increases, or impositions or reductions in amount receivable resulting from such events), then, upon demand by Lender, Borrower shall, at Borrower's option, either (a) pay to Lender all outstanding Obligations without payment of the early termination and prepayment premiums, described in Section 4.1 hereof and terminate this Agreement, or (b) immediately pay to Lender sufficient to compensate Lender for such increased cost or increase in (or imposition of) capital requirements or reduction in amounts receivable by Lender from the date of such change to the extent such costs, capital requirements and reductions are not reflected in increases in the Reference Rate, together with interest on each such amount from the date demanded until payment in full thereof at the Default Rate of interest specified in Section 3.6 hereof. Upon the occurrence of any event referred to in clause (i), (ii), or (iii) above, a certificate setting forth in reasonable detail the

Capital Adequacy. If (1) the adoptiona Lender shall have reasonably determined that, after the date hereof, either (i) the adoption of any applicable governmental law, rule rule, regulation, or regulation guideline regarding capital adequacy, (2) or any changechange therein, after the date hereof, or any change in the interpretation or administration of any such law, rule or regulation thereof by any Governmental Authority, central bank bank, or other Governmental Authority comparable agency charged with the interpretation or administration thereof thereof, or (3ii) compliance by a such Lender (or any corporation or bank controlling a Lender lending office of such Lender) with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any such authority, central bank, or comparable agency, has or would have 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 assets such Lender's capital as a consequence of its or capital of Borrower's obligations hereunder to a level below that which such Lender (or such corporation or bank) and could have achieved but for such adoption, change change, or compliancecompliance by an amount reasonably deemed by such Lender to be material, as the case may bethen from time to time, relates to a category of claims or assets that includes within ten days after demand by such Lender's Loan Amount, the Borrower shall pay to such Lender from time to time such additional amount or amounts as are necessary to will adequately compensate such Lender for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan 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 Loans) comparable allocable costs, and (B) such Lender believes 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 date of this Agreementreduction. Each Lender will notify the Borrower of any event of which it has actual knowledge, occurring after the date of this Agreement that thereof, which will entitle such Lender to compensation pursuant to this Section 5.2 as promptly as practicable but in any event within 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice2.11. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations No failure by a Lender for purposes of this Section 5.2 of the effect to immediately demand payment of any increase in the amount additional amounts payable hereunder shall constitute a waiver of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations right to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result demand payment of such Capital Adequacy Changeamounts at any subsequent time.

Capital Adequacy. If (1a) the adoptionIf, after the date hereof, any Lender has determined and certified to the Agent and the Borrower that the adoption or effectiveness of any applicable governmental law, rule or regulation regarding capital adequacy, (2) or any changechange therein, after the date hereof, or any change in the interpretation or administration of any such law, rule or regulation thereof by any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof thereof, or (3) compliance by a such Lender (or any corporation or bank Person controlling a such Lender (its "parent")) with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any such authority, central bank or comparable agency, has or would have 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 such Lender's (or its parent's) capital or assets as a consequence of its commitments or capital of obligations hereunder to a level below that which such Lender (or such corporation or bankits parent) and could have achieved but for such adoption, effectiveness, change or compliance, as the case may be, relates to a category of claims or assets that includes compliance (taking into consideration such Lender's Loan Amount(and its parent's) policies with respect to capital adequacy), then, upon written notice and certification from such Lender, the Borrower shall pay to such Lender from time to time Lender, without duplication, such additional amount or amounts as are necessary to will compensate such Lender (or its parent) for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan Amountreduction; provided, provided that no such amounts shall be payable with respect to reduction in rate of return incurred more than 90 days before such Lender demands compensation under this Section; and provided further that the amount requested shall have been determined and allocated by 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 to any Lender pursuant to this Section 5.2 unless such Lender certifies shall have received at least 15 days' prior notice (with a copy to the Borrower that (AAdministrative Agent) of such Lender is assessing to its other borrowers (of loans similar to the Loans) comparable allocable costs, and (B) such Lender believes such costs are generally applicable to lenders similarly situated to and in the same jurisdiction as additional interest from 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any If a Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 15 days prior to the date that relevant Interest Payment Date, such Lender does give additional interest shall be due and payable 15 days from receipt of such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Change.

Capital Adequacy. If (1) the adoption, after the date hereof, of any applicable governmental law, rule or regulation regarding capital adequacy, (2) any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) compliance by a Lender or any corporation or bank controlling a Lender with any applicable guideline or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change"), has the effect of (x) requiring an increase in the amount of capital required or expected to be maintained by a any Lender or any corporation Person directly or bank indirectly owning or controlling a such Lender or the Issuing Bank (yeach a "Control Person"), shall be affected by the occurrence of a Regulatory Change and such Lender or the Issuing Bank shall have determined that such Regulatory Change shall have had or will thereafter have the effect of reducing (i) reducing the rate of return on assets or capital of such Lender (or such corporation or bank) and such adoption, change or compliance, as the case may be, relates to a category of claims or assets that includes such Lender's Loan Amountor such Control Person's capital, or (ii) the asset value to such Lender or the Issuing Bank or such Control Person of the Loans or Commitments made or maintained by such Lender, or of the Reimbursement Obligations or any participation therein, in any case to a level below that which such Lender or the Issuing Bank or such Control Person could have achieved or would thereafter be able to achieve but for such Regulatory Change (after taking into account such Lender's or the Issuing Bank's or such Control Person's policies regarding capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material to such Lender or the Issuing Bank or Control Person, then, within ten days after demand by such Lender or the Issuing Bank, the Borrower shall pay to such Lender from time to time or the Issuing Bank or such Control Person such additional amount or amounts as are necessary shall be sufficient to compensate such Lender or the Issuing Bank or such Control Person, as the case may be, for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan 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 Loans) comparable allocable costs, and (B) such Lender believes 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changereduction.

Capital Adequacy. If (1) the adoptionIf, after the date hereof, Lender shall have determined that either (a) the adoption of any applicable governmental law, rule rule, regulation, or regulation guideline regarding capital adequacy, (2) or any changechange therein, after the date hereof, or any change in the interpretation or administration of any such law, rule or regulation thereof by any Governmental Authority, central bank bank, or other Governmental Authority comparable agency charged with the interpretation or administration thereof thereof, or (3b) compliance by a Lender (or any corporation or bank controlling a Lender lending office of Lender) with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any such authority, central bank, or comparable agency, has or would have 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 assets Lender's capital as a consequence of its or capital of such Borrower's obligations hereunder to a level below that which Lender (or such corporation or bank) and could have achieved but for such adoption, change change, or compliance, as the case may be, relates to a category of claims or assets that includes such compliance (taking into consideration Lender's Loan Amountpolicies with respect to capital adequacy) by an amount deemed by Lender to be material, the then from time to time, within fifteen (15) days after demand by Lender, Borrower shall pay to such Lender from time to time such additional amount or amounts as are necessary to will adequately compensate such Lender for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan 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 Loans) comparable allocable costs, and (B) such Lender believes such costs are generally applicable to lenders similarly situated to and in the same jurisdiction as such Lenderreduction. 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 date of this Agreement. Each Lender will promptly notify the Borrower of any event of which it has actual knowledge, occurring after the date of this Agreement that thereof, which will entitle such Lender to compensation pursuant to this Section 5.2 as promptly as practicable but in any event within 60 days, after such 9.17. A certificate of Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater claiming compensation under this Section 5.2 than that 9.17 and setting forth the additional amount or amounts to be paid to it hereunder, together with the description of the manner in which would such amounts have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; providedcalculated, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result conclusive in the absence of manifest error. In determining such Capital Adequacy Changeamount, Lender may use any reasonable averaging and attribution methods.

Capital Adequacy. If In the event that any Lender, subsequent to the Closing Date, determines in the exercise of its reasonable business judgment that (1x) the adoptionany change in applicable Law, after the date hereofrule, of any applicable governmental law, rule regulation or regulation guideline regarding capital adequacy, or (2y) any change, after the date hereof, change in the interpretation or administration of any such lawthereof, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3z) compliance by a Lender or any corporation or bank controlling a such Lender with any applicable guideline new request or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any central bank or other governmental or regulatory authority, has or would have 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 assets or such Lender’s capital as a consequence of its obligations hereunder to a level below that which such Lender (or could have achieved but for such corporation or bank) and such adoption, change or compliance, as the case may be, relates to a category of claims or assets that includes compliance (taking into consideration such Lender's Loan Amount’s policies with respect to capital adequacy) by an amount deemed material by such Lender in the exercise of its reasonable business judgment, the Borrower shall agrees to pay to such Lender from time to time Lender, no later than ten (10) days following demand by such Lender, such additional amount or amounts as are necessary to will compensate such Lender for such portion reduction in rate of such increase return; provided that notwithstanding anything in this Agreement to the contrary, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or reduction as shall be reasonably allocable to such Lender's Loan Amount; provideddirectives thereunder or issued in connection therewith and (ii) all requests, that no such amounts shall be payable rules, guidelines or directives promulgated 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 Loans) comparable allocable costsBank for International Settlements, and (B) such Lender believes 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 (or any successor or similar authority) or the United States or foreign regulatory authorities, in April 2003 will not each case pursuant to Basel III, shall in each case be treateddeemed to be a “change in applicable Law”, for purposes regardless of the date enacted, adopted or issued. In determining whether 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 is entitled regardless of any possible contention of invalidity or inapplicability with respect to compensation under the applicable Law, regulation or condition. A certificate of a Lender setting forth such amount or amounts as shall be necessary to compensate such Lender with respect to this Section 5.26.7 and the calculation thereof, as having been enacted or having come into effect before when delivered to the date of this AgreementBorrower, shall be conclusive and binding on Borrower absent manifest error. Each In the event a Lender will notify the Borrower of any event occurring after the date of this Agreement that will entitle such Lender to compensation exercises its rights pursuant to this Section 5.2 as promptly as practicable but in any event within 60 days6.7, after and subsequent thereto determines that the amounts paid by the Borrower exceeded the amount which such Lender obtains Actual Knowledge thereof; provided, however, that if actually required to compensate such Lender for any Lender fails to give such notice within 60 days after it obtains Actual Knowledge reduction in rate of such an eventreturn on its capital, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, excess shall be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations promptly returned to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to by such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Change.

Capital Adequacy. (a) If (1) the adoption, after the date hereof, adoption of any applicable governmental law, rule or regulation regarding capital adequacy, (2) or any changechange therein, after the date hereof, or any change in the interpretation or administration of any such law, rule or regulation thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof thereof, or (3) compliance by a Lender or any corporation or bank controlling a Lender Participant with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of any such authority, central bank or comparable agency, in each case made subsequent to the nature described in clause (2) ("Capital Adequacy Change")Closing Date, has or will have 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 assets any Participant's or its parent company's capital by an amount such Participant reasonably deems to be material, as a consequence of its commitments or obligations hereunder to a level below that which such Lender (Participant or such corporation or bank) and its parent company could have achieved but for such adoption, effectiveness, change or compliancecompliance (taking into consideration such Participant's or its parent company's policies with respect to capital adequacy), as then, upon notice from such Participant, (i) during the case may beConstruction Period the Participants shall fund through Advances and capitalize, relates to a category of claims or assets that includes such Lender's Loan Amountand (ii) thereafter, the Borrower Lessee shall pay to such Lender from time to time Participant, such additional amount or amounts as are necessary to will compensate such Lender Participant and its parent company on or After Tax Basis for such portion reduction (it being understood that such parent company shall not be reimbursed to the extent its subsidiary Participant is reimbursed by the Lessee in connection with the same or a similar law, rule, regulation, change, request or directive applicable to such Participant). All payments required by this SECTION 11.8 shall be made by the Lessee within 10 Business Days after demand by the affected Participant. The Lessee shall not be obligated to reimburse any Participant for any reduced return incurred more than 120 days after the date that such Participant receives actual notice of such increase or reduction as shall be reasonably allocable reduced return unless such Participant gives notice thereof to the Lessee in accordance with this SECTION 11.8 during such Lender's Loan Amount; provided, that no such 120 day period. If any Participant becomes entitled to claim any additional amounts shall be payable by the Borrower to any Lender pursuant to this Section 5.2 unless such Lender certifies Section, it shall provide prompt notice thereof to the Borrower Lessee, through the Agent and/or the Lessor, certifying (x) that one of the events described in this clause (Aa) has occurred and describing in reasonable detail the nature of such Lender is assessing to its other borrowers event, (of loans similar y) as to the Loans) comparable allocable costs, increased cost or reduced amount resulting from such event and (Bz) as to the additional amount demanded by such Lender believes Participant and a reasonably detailed explanation of the calculation thereof. Such a certificate as to any additional amounts payable pursuant to this clause submitted by such costs are generally applicable Participant, through the Agent and/or the Lessor, to lenders similarly situated to and the Lessee shall be conclusive in the same jurisdiction as such Lenderabsence of manifest error. For This covenant shall survive 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 date termination of this Agreement. Participation Agreement and the other Operative Agreements and the payment of the Loans, Holder Advances and all other amounts payable hereunder and thereunder. (b) Each Lender will notify the Borrower of Participant shall use its commercially reasonable efforts to reduce or eliminate any event occurring after the date of this Agreement that will entitle such Lender to claim for compensation pursuant to this Section 5.2 as promptly as practicable but SECTION 11.8, including a change in the office of such Participant at which its obligations related to the Operative Agreements are maintained if such change will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Participant, be otherwise disadvantageous to it. If any event within 60 dayssuch claim for compensation shall not be eliminated or waived, after the Lessee shall have the right to replace the affected Participant with a new financial institution that shall succeed to the rights of such Lender obtains Actual Knowledge thereofParticipant under the Operative Agreements; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement Participant shall not be entitled replaced hereunder until it has been paid in full such claim and all other amounts owed to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changeit hereunder.

Capital Adequacy. If (1) the adoptionIf, after the date hereof, of any Lender has determined that the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable governmental law, rule or regulation regarding capital adequacy, (2) any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) compliance by a Lender such Lender, or any corporation or bank controlling a Lender its parent corporation, with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any such authority, central bank or comparable agency, has or would have 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 assets or capital of such Lender Lender's (or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such corporation Lender, or bank) and its parent corporation, could have achieved but for such adoption, effectiveness, change or compliance, as the case may be, relates to a category of claims or assets that includes compliance (taking into consideration such Lender's Loan Amount(or parent corporation's) policies with respect to capital adequacy), then, upon notice from such Lender to the Borrowers, the Borrower Borrowers shall (only to the extent that the amount of such reduction in the rate of return is not reflected in the Base Rate) be obligated to pay to such Lender from time to time such additional amount or amounts as are necessary to will compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan Amount; provided, that no such amounts shall be payable reduction. Each reasonable determination 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 Loans) comparable allocable costs, and (B) such Lender believes 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 amounts owing under this Section 5.2shall, as having been enacted or having come into effect before absent manifest error, be conclusive and binding on the date of this 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 60 days, after such Lender obtains Actual Knowledge thereofparties hereto; provided, however, that if any each Lender fails agrees to give allocate such notice within 60 days after it obtains Actual Knowledge cost increases among its customers in good faith and on an equitable basis. This covenant shall survive the termination of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to Credit Agreement and the payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the Loans and all other amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changehereunder.

Capital Adequacy. If (1a) the adoptionapplicability of any law, rule, regulation or guideline adopted after the date hereofAgreement Date pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", (b) the introduction of or any change in or in the interpretation of any applicable governmental law, rule or regulation regarding capital adequacy, (2) any change, after the date hereof, in the interpretation Agreement Date or administration of (c) compliance by a Lender with any such law, rule or regulation by or any guideline or request from any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) compliance by a Lender or any corporation or bank controlling a Lender with any applicable guideline or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority governmental authority (whether or not having the force of law) that constitutes a change of adopted or promulgated after the nature described in clause (2) ("Capital Adequacy Change"), has the effect of (x) requiring an increase in Agreement Date affects or would affect the amount of capital required or expected to be maintained by a Lender or any corporation controlling such Lender, and such Lender determines that the amount of such capital is increased by or bank controlling a Lender based upon the existence of such Lender's commitment or (y) reducing the rate of return on assets Advances hereunder and other commitments or capital advances of such Lender (or such corporation or bank) and such adoptionof this type, change or compliancethen, as the case may be, relates to a category of claims or assets that includes within 30 days after demand by such Lender's Loan Amount, subject to SECTION 11.9, the Borrower Borrowers shall immediately pay to such Lender Lender, from time to time as specified by such Lender, additional amount or amounts as are necessary sufficient to compensate such Lender for with respect to such portion of circumstances, to the extent that such Lender reasonably determines in good faith such increase or reduction as shall in capital to be reasonably allocable to the existence of such Lender's Loan Amount; provided, that no such share of the Revolving Credit Commitment hereunder. A certificate as to any additional amounts shall be payable by the Borrower to any Lender pursuant under this SECTION 9.5 submitted to this Section 5.2 unless the Borrowers by such Lender certifies to the Borrower shall certify that (A) such amounts were actually incurred by such Lender is assessing to its other borrowers (of loans similar to the Loans) comparable allocable costs, and (B) or corporation controlling such Lender believes and shall show in reasonable detail an accounting of the amount payable and the calculations used to determine in good faith such costs are generally applicable to lenders similarly situated to amount and in the same jurisdiction as shall be conclusive absent manifest or demonstrable error. In determining 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an eventamount, such Lender shallor a corporation controlling such Lender may use any reasonable averaging and attribution methods. Notwithstanding the foregoing, with respect nothing in this SECTION 9.6 shall provide the Parent or any of its Subsidiaries the right to compensation payable pursuant to this Section 5.2 in respect inspect the records, files or books of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of or any increase in the amount of capital required to be maintained by the bank and of the amount allocable to corporation controlling such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Change.

Capital Adequacy. If (1) the adoption, after the date hereof, hereof any Bank or the Agent determines that (a) the adoption of or change in any applicable governmental law, rule or regulation regarding capital adequacygovernmental rule, (2) any changeregulation, after the date hereofpolicy, in the interpretation or administration of any such law, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) compliance by a Lender or any corporation or bank controlling a Lender with any applicable guideline or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive (whether or not having the force of law) that constitutes regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a change court or governmental authority with appropriate jurisdiction, or (b) compliance by such Bank or the Agent or any corporation controlling such Bank or the Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of the nature described in clause (2law) ("Capital Adequacy Change")of any such entity regarding capital adequacy, 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 assets such Bank's or capital of the Agent's commitment with respect to any Revolving Credit Loans to a level below that which such Lender (Bank or such corporation or bank) and the Agent could have achieved but for such adoption, change or compliance40 -34- compliance (taking into consideration such Bank's or 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) the Agent to be material, then such Bank or the 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 negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Bank in light of these circumstances. If the Borrower and such Bank are unable to agree to such adjustment within thirty (30) days of the date on which the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in such Bank's reasonable determination, provide adequate compensation, provided that the Borrower shall not be liable to any Bank or the Agent for costs incurred more than ninety (90) days prior to receipt by the Borrower of the notice referred to in the immediately preceding sentence from such Bank or the Agent, as the case may be, relates to a category of claims or assets that includes such Lender's Loan Amount, the Borrower shall pay to such Lender from time to time such additional amount or amounts as are necessary to compensate such Lender for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan 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 Loans) comparable allocable costs, and (B) such Lender believes 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 date of this Agreement. Each Lender will notify the Borrower of any event occurring after the date of this Agreement that will entitle Bank shall allocate such Lender to compensation pursuant to this Section 5.2 as promptly as practicable but cost increases among its customers in any event within 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such good faith and on an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changeequitable basis.

Capital Adequacy. If (1) the adoption, after the date hereof, of any applicable governmental law, rule or regulation regarding capital adequacy, (2) any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) compliance by a Lender or Issuing Bank (or any corporation or bank controlling a Lender with any applicable guideline or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority (whether or not having the force of law) that constitutes a change Affiliate of the nature described foregoing) shall have reasonably determined that a Change in clause (2) ("Capital Adequacy Change"), Law has or would have 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 assets such ▇▇▇▇▇▇'s or Issuing Bank's (or any Affiliate of the foregoing) capital as a consequence of such Lender Lender's or Issuing Bank's portion of the Revolving Loan Commitment or obligations hereunder to a level below that which it could have achieved but for such Change in Law (taking into consideration such Lender's or Issuing Bank's (or any Affiliate of the foregoing) policies with respect to capital adequacy or liquidity immediately before such corporation Change in Law and assuming that such Lender's or bankIssuing Bank's (or any Affiliate of the foregoing) and capital was fully utilized prior to such adoption, change or compliance), as then, promptly upon demand, which demand shall be accompanied by the case may becertificate described in the last sentence of this Section 11.5, relates to a category of claims by such Lender or assets that includes such Lender's Loan AmountIssuing Bank, the Borrower shall immediately pay to such Lender from time to time or Issuing Bank such additional amount or amounts as are necessary shall be sufficient to compensate such Lender or Issuing Bank for any such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan Amountactually suffered; provided, however, that no such amounts there shall be payable by the Borrower no duplication of amounts paid to any a Lender pursuant to this sentence and Section 5.2 unless 11.3. A certificate of such Lender certifies or Issuing Bank setting forth the amount to be paid to such Lender or Issuing Bank by the Borrower that (A) such as a result of any event referred to in this paragraph shall, absent manifest error, -196- be conclusive. The Issuing Bank and each Lender is assessing shall endeavor to its other borrowers (of loans similar to the Loans) comparable allocable costs, and (B) such Lender believes 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 date of this Agreement. Each Lender will notify the Borrower of any event occurring after the date of this Agreement that will entitle entitling the Issuing Bank or such Lender Lender, as the case may be, to compensation pursuant to under this Section 5.2 11.5 within one hundred eighty (180) days after the Issuing Bank or such Lender, as promptly as practicable but in any event within 60 daysthe case may be, after such Lender obtains Actual Knowledge actual knowledge thereof; provided, however, provided that if any Lender the Issuing Bank or such Lender, as the case may be, fails to give such notice within 60 one hundred eighty (180) days after it obtains Actual Knowledge actual knowledge of such an event, the Issuing Bank or such Lender Lender, as the case may be, shall, with respect to compensation payable pursuant to this Section 5.2 11.5 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.2 only 11.5 for costs incurred from and after the date 60 one hundred eighty (180) days prior to the date that the Issuing Bank or such Lender does give Lender, as the case may be, gives such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Change.ARTICLE 12

Capital Adequacy. If at any time any Lender determines that (1a) the adoptionadoption of or any change in or in the interpretation of any law, treaty or governmental rule, regulation or order after the date hereof, of any applicable governmental law, rule or regulation this Agreement regarding capital adequacyadequacy and liquidity requirements, (2b) any change, after the date hereof, in the interpretation or administration of compliance with any such law, rule treaty, rule, regulation, or regulation by order or (c) compliance with any guideline or request or directive from any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) compliance by a Lender or any corporation accounting board or bank controlling authority (whether or not a Lender with any applicable guideline Governmental Authority) which is responsible for the establishment or request interpretation of general applicabilitynational or international accounting principles (in each case, issued after the date hereof, by any central bank or other Governmental Authority (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change"), has shall have 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 assets such Lender’s (or any corporation controlling such Lender’s) capital as a consequence of its obligations hereunder (other than with respect to Taxes) to a level below that which such Lender or corporation could have achieved but for such adoption, change, compliance or interpretation, then, upon demand from time to time by such Lender (or with a copy of such corporation or bank) and such adoption, change or compliance, as demand to the case may be, relates to a category of claims or assets that includes such Lender's Loan AmountAdministrative Agent), the Borrower shall within five (5) Business Days of such demand pay to the Administrative Agent for the account of such Lender from time to time as specified by such Lender additional amount or amounts as are necessary sufficient to compensate such Lender for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan Amountreduction; provided, provided that no such amounts shall be payable by the Borrower shall not be required to any compensate a Lender pursuant to this Section 5.2 unless 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 certifies to and which do not affect commercial banks in the Borrower that jurisdiction of organization of such Lender, (Aii) the claim arises out of a voluntary relocation by such Lender or of its applicable lending office or (iii) such Lender is assessing to not seeking similar compensation for such costs from its other borrowers (generally in similarly affected commercial loans of loans a similar size. Notwithstanding anything herein to the Loans) comparable allocable costscontrary, 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 (Band the Administrative Agent) by such Lender believes such costs are generally applicable to lenders similarly situated to shall be conclusive 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, binding for all 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 date of this Agreementabsent manifest error. Each Lender will shall promptly notify the Borrower and the Administrative Agent of any event of which such Lender or has knowledge, occurring after the date of this Agreement that will hereof, which would entitle such Lender to compensation pursuant to this Section 5.2 as promptly as practicable but 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 any event within 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge the judgment of such Lender, be otherwise disadvantageous to it. For the avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by FASB (including Interpretation No. 46—Consolidation of Variable Interest Entities) shall constitute an eventadoption, such Lender shallchange, with respect to compensation payable pursuant request or directive, and any implementation thereof shall be, subject to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Change2.11.

Capital Adequacy. If (1) the adoption, after the date hereof, of any applicable governmental law, rule or regulation Change in Law regarding capital adequacy, (2) any change, after the date hereof, in the interpretation adequacy or administration of any such law, rule or regulation liquidity by any Governmental Authority, central bank or other Governmental Authority comparable agency charged by Applicable Law with the interpretation or administration thereof thereof, or (3) compliance by a such Lender or any its parent corporation or bank controlling a Lender with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank directive regarding capital adequacy or other Governmental Authority liquidity (whether or not having the force of law) that constitutes a change of any such authority, central bank, or comparable agency, in each case made subsequent to the nature described in clause (2) ("Capital Adequacy Change")date hereof, has the or would have 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 assets or the capital of such Lender (any Affected Party as a consequence of its obligations hereunder or such corporation or bank) and such adoption, change or compliance, as the case may be, relates arising in connection herewith to a category level below that which any such Affected Party could have achieved but for such introduction, change, compliance or change (taking into consideration the policies of claims such Affected Party with respect to capital adequacy or assets that includes liquidity) by an amount deemed by such Lender's Loan AmountAffected Party to be material, then within thirty (30) days following the receipt of written demand by such Affected Party, the Borrower shall pay directly to such Affected Party such additional amount or amounts as calculated by such Affected Party in good faith as will compensate such Affected Party for such reduction. (i) If as a result of any event or circumstance similar to those described in Sections 2.11(a), 2.11(b) or 2.11(c), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within thirty (30) days following the receipt of written demand by such Affected Party, the Borrower shall pay to such Lender from time to time Affected Party such additional amount or amounts as are may be necessary to compensate reimburse such Lender Affected Party for any amounts paid by it. (ii) In determining any amount provided for in this Section 2.11, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim or demand under this Section 2.11 shall submit to the Borrower a certificate as to such additional or increased cost or reduction showing the basis for such portion of such increase claim or reduction as demand in reasonable detail including calculation thereof, which certificate shall be reasonably allocable conclusive absent manifest error. If any material amounts are required to such Lender's Loan Amount; provided, that no such amounts shall be payable paid by the Borrower pursuant to Section 2.11(b) or (c) the Borrower shall be entitled to, upon 742613903 21686243 written notice (which notice shall be received within five (5) Business Days after the applicable demand or claim), terminate the Affected Party’s Commitment, and on the date of receipt by the Administrative Agent of such written notice, such Affected Party’s Commitment will automatically terminate and all Advances held by such Affected Party will be immediately due and payable (without the imposition of any Lender penalty, breakage costs or exit fees, including the Prepayment Premium with respect to such Advances). Each notice delivered by the Borrower 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 Loans) comparable allocable costs, shall be irrevocable and (B) such Lender believes 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 date of this Agreement. Each Lender will notify the Borrower termination 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder Commitments shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changepermanent.

Capital Adequacy. If any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date (1) or, in the adoptioncase of a Lender becoming a party to this Agreement following the Closing Date, after the date hereofon which such Lender becomes a party hereto), of or any applicable governmental law, rule or regulation regarding capital adequacy, (2) any change, change after the date hereof, Closing Date in the interpretation interpretation, administration or administration of any such law, rule or regulation application thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation interpretation, administration or administration thereof application thereof, or (3) the compliance by a any Lender or any corporation or bank Person controlling a such Lender with any applicable request, guideline or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the nature described in clause Closing Date (2) ("Capital Adequacy Change"but without duplication of amounts required under Section 2.3(e)(v)), has or would have 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 assets such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under any Support Agreement or Lender Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) then from time to time, upon demand by such Lender (or which demand shall be accompanied by a written statement setting forth the basis for such corporation or bank) demand and such adoptiona calculation of the amount thereof in reasonable detail, change or compliancea copy of which shall be furnished to Administrative Agent), as the case may be, relates to a category of claims or assets that includes such Lender's Loan Amount, the Borrower Borrowers shall promptly pay to such Lender from time to time such additional amount or amounts as are necessary to will compensate such Lender or such controlling Person for such portion of such increase or reduction reduction, so long as shall be reasonably allocable to such Lender's Loan 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 Loans) comparable allocable costs, and (B) such Lender believes 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 have accrued 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 day which is two hundred seventy (270) days prior to the date that on which such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changefirst made demand therefor.

Capital Adequacy. If (1) With respect to any Borrowing or LC, if any change in any present Law, any change in the adoption, after the date hereof, interpretation or application of any applicable governmental lawpresent Law, rule or regulation any future Law regarding capital adequacy, (2) any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) if compliance by a Issuing Lender or any corporation or bank controlling a Lender with any applicable guideline request, directive, or request of general applicability, issued after requirement imposed in the date hereof, future by any central bank Tribunal regarding capital adequacy, or other Governmental Authority (whether if any change in its written policies or not having in the force risk category of law) that constitutes a change this transaction, in any of the nature described in clause (2) ("Capital Adequacy Change")foregoing events or circumstances, 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 reduces the rate of return on assets its capital as a consequence of its obligations under this agreement to a level below that which it otherwise could have achieved (taking into consideration its policies with respect to capital adequacy) by an amount deemed by it to be material (and it may, in determining the amount, utilize reasonable assumptions and allocations of costs and expenses and use any reasonable averaging or capital attribution method), then (unless the effect is already reflected in the rate of such interest then applicable under this agreement) Agent or that Lender (or such corporation or bankthrough Agent) shall notify Borrower and such adoptiondeliver to Borrower a certificate setting forth in reasonable detail the calculation of the amount necessary to compensate it (which certificate is conclusive and binding absent manifest error), change or compliance, as the case may be, relates to a category of claims or assets that includes such Lender's Loan Amount, the and Borrower shall pay that amount to Agent or that Lender within five Business Days after demand. Notwithstanding the foregoing sentence, Borrower shall not be obligated to pay such amount unless notice thereof is given within 90 Business Days after any such Lender from time actually incurs such reduction in its return. Lenders are not aware of any event which would so reduce their rate of return as of the date hereof. If any such event giving rights to time such additional amount or amounts as are necessary to compensate such a demand by any Lender for such portion of such increase or reduction as shall be reasonably allocable compensation under this SECTION 3.16(b) occurs specifically with respect to such Lender's Loan 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 Loans) comparable allocable costs, and (B) such Lender believes such costs are generally applicable with respect to lenders national banks similarly situated to and in for loans of the same jurisdiction as classification, Borrower may elect to prepay the Obligation in full within 120 days after receipt of the above-described certificate from Agent by giving written notice to Agent or that Lender through Agent) of such Lender. For the avoidance election not more than five Business Days after receipt 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereofcertificate from Agent; provided, however, that if any Lender fails to give Borrower does not prepay the Obligation within such 120-day period despite having given such notice, this agreement shall remain in full force and effect as if such notice within 60 days after it obtains Actual Knowledge was never given. The provisions of such an event, such Lender shall, with respect to compensation payable pursuant to and undertakings and indemnification in this Section 5.2 in respect of any costs resulting from such event, be entitled to CLAUSE (b) shall survive the satisfaction and payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes Obligation and termination of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changeagreement.

Capital Adequacy. If at any time any Lender or Supplemental Guarantor determines that (1a) the adoptionadoption of or any change in or in the interpretation by any Governmental Authority of any law, treaty or governmental rule, regulation or order after the date hereof, of any applicable governmental law, rule or regulation this Agreement regarding capital adequacy, (2b) any change, after the date hereof, in the interpretation or administration of compliance with any such law, rule treaty, rule, regulation, or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof order, or (3c) compliance by a Lender or any corporation or bank controlling a Lender with any applicable guideline or request of general applicability, issued after the date hereof, by or directive from any central bank or other Governmental Authority (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change"), has shall have 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 assets such Lender's or Supplemental Guarantor's (or any corporation controlling such Lender's or Supplemental Guarantor's) capital as a consequence of this Agreement and the portion of the Loan made available thereby to a level below that which such Lender (or Supplemental Guarantor or such corporation or bank) and could have achieved but for such adoption, change change, compliance or complianceinterpretation, as then, upon demand from time to time by such Lender or Supplemental Guarantor (with a copy of such demand to the case may be, relates to a category of claims or assets that includes such Lender's Loan AmountAgent), the Borrower shall pay to the Agent for account of such Lender or Supplemental Guarantor from time to time as specified by such Lender or Supplemental Guarantor additional amount or amounts as are necessary (the "Additional Amounts") sufficient to compensate such Lender or Supplemental Guarantor for such portion of such increase or reduction reduction. A certificate as shall be reasonably allocable to such Lender's Loan Amount; provided, amounts (which certificate shall state that no such amounts shall be payable by increased costs are being demanded of the Borrower to any Lender pursuant to this Section 5.2 unless by such Lender certifies or Supplemental Guarantor on a nondiscriminatory basis, consistent with other requests being made by such Lender or Supplemental Guarantor in connection with other similar loans (or in the case of a Supplemental Guarantor, other similar credit supports provided) held by such Lender or Supplemental Guarantor) submitted to the Borrower that (A) and the Agent by such Lender is assessing to its other borrowers (of loans similar to the Loans) comparable allocable costs, or Supplemental Guarantor shall be conclusive and (B) such Lender believes 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, binding for all 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereofabsent manifest error; provided, however, that if any Lender or Supplemental Guarantor fails to give such notice within 60 certificate 90 days after it obtains Actual Knowledge knowledge of the event giving rise to such an eventAdditional Amount, such Lender or Supplemental Guarantor shall, with respect to compensation amounts payable pursuant to this Section 5.2 in respect of any costs SECTION 2.11 resulting from such event, be entitled to payment under this Section 5.2 SECTION 2.11 for amounts incurred only for costs incurred from and after the date 60 90 days prior to the date that such Lender does give such notice. Such In addition upon the receipt of any notice shall describe in reasonable detail of an Additional Amount, the calculation Borrower may require the affected Lender to sell or transfer (for the Mitigation Price) the rights, interests and obligations of the amounts owed under this Sectionaffected Lender hereunder to another bank, financial or lending institution identified by the Borrower, subject to the terms hereof, that would not be subject to any such Additional Amount. Determinations by a Lender for purposes of this Section 5.2 In the event the Loan of the effect of any increase in the amount of capital required to be maintained affected Lender or Supplemental Guarantor is not transferred as contemplated by the bank and prior sentence, the Borrower may prepay such affected portion of the amount allocable to such Lender's obligations Loan to the affected Lender (or guaranteed by the affected Supplemental Guarantor), together with accrued but unpaid interest thereon and all other sums payable hereunder with respect thereto on any Business Day selected by the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party (subject to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy ChangeSECTION 2.10(E)).

Capital Adequacy. If (1) the adoption, after the date hereof, of any applicable governmental law, rule or regulation regarding capital adequacy, (2) any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) compliance by a Lender or Issuing Bank (or any corporation or bank controlling a Lender with any applicable guideline or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority (whether or not having the force of law) that constitutes a change Affiliate of the nature described foregoing) shall have reasonably determined that a Change in clause (2) ("Capital Adequacy Change"), Law has or would have 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 assets such Lender’s or Issuing Bank’s (or any Affiliate of the foregoing) capital as a consequence of such Lender Lender’s or Issuing Bank’s portion of the Revolving Loan Commitment or obligations hereunder to a level below that which it could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s (or any Affiliate of the foregoing) policies with respect to capital adequacy immediately before such corporation Change in Law and assuming that such Lender’s or bankIssuing Bank’s (or any Affiliate of the foregoing) and capital was fully utilized prior to such adoption, change or compliance), as then, promptly upon demand, which demand shall be accompanied by the case may becertificate described in the last sentence of this Section 12.5, relates to a category of claims by such Lender or assets that includes such Lender's Loan AmountIssuing Bank, the Borrower Borrowers shall immediately pay to such Lender from time to time or Issuing Bank such additional amount or amounts as are necessary shall be sufficient to compensate such Lender or Issuing Bank for any such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan Amountactually suffered; provided, however, that no such amounts there shall be payable by the Borrower no duplication of amounts paid to any a Lender pursuant to this sentence and Section 5.2 unless 12.3. A certificate of such Lender certifies or Issuing Bank setting forth the amount to the Borrower that (A) be paid to such Lender is assessing to its other borrowers (of loans similar to the Loans) comparable allocable costs, and (B) such Lender believes 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 or Issuing Bank by the Basel Committee on Banking Supervision Borrowers as a result of any event referred to in April 2003 will not this paragraph shall, absent manifest error, 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 date of this Agreementconclusive. Each Issuing Bank and each Lender will shall endeavor to notify the Borrower Borrowers of any event occurring after the date of this Agreement that will entitle entitling such Lender Issuing Bank or such Lender, as the case may be, to compensation pursuant to under this Section 5.2 as promptly as practicable but in any event 12.5 within 60 days, one hundred eighty (180) days after such Lender Issuing Bank or such Lender, as the case may be, obtains Actual Knowledge actual knowledge thereof; provided, however, provided that if any Lender such Issuing Bank or such Lender, as the case may be, fails to give such notice within 60 one hundred eighty (180) days after it obtains Actual Knowledge actual knowledge of such an event, such Lender Issuing Bank or such Lender, as the case may be, shall, with respect to compensation payable pursuant to this Section 5.2 12.5 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.2 only 12.5 for costs incurred from and after the date 60 one hundred eighty (180) days prior to the date that such Lender does give Issuing Bank or such Lender, as the case may be, gives such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Change.JURISDICTION,

Capital Adequacy. If (1) any Lender shall determine that the adoption, after the date hereof, of any applicable governmental lawApplicable Law regarding the capital adequacy of banks or bank holding companies, rule or regulation regarding capital adequacy, (2) any change, after change therein or in any Applicable Law existing as of the date hereof, or any change in the interpretation or administration of any such law, rule or regulation thereof by any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof thereof, or (3) compliance by a Lender or any corporation or bank controlling a such Lender with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any such governmental authority, central bank or comparable agency, has or would have 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 assets such Lender's capital as a consequence of its commitment of its obligations to fund or maintain Advances hereunder to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital of adequacy immediately before such Lender (adoption, change or compliance and assuming that such corporation or bank) and Lender's capital was fully utilized prior to such adoption, change or compliance) by an amount deemed by such Lender in good faith to be material, as then, upon the case may be, relates to a category earlier of claims demand by such Lender or assets that includes such Lender's Loan Amountthe Facility C Maturity Date, the Borrower Borrowers, on a joint and several basis, shall immediately pay to such Lender from time to time Lender, such additional amount or amounts as are necessary shall be sufficient to compensate such Lender for such portion reduced return, together with interest on such amount from the fourth (4th) day after the date of such increase demand or reduction the Facility C Maturity Date, as shall be reasonably allocable to such Lender's Loan Amount; providedapplicable, that no such amounts shall be payable by until payment in full thereof at 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 Loans) comparable allocable costs, and (B) such Lender believes such costs are generally Default Rate then applicable to lenders similarly situated to and in the same jurisdiction as such LenderBase Rate Advances. 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 Any Lender is entitled to claiming compensation under this Section 5.2, as having been enacted or having come into effect before the date of this Agreement. Each Lender will 2.12 shall notify the Borrower Borrowers of any event occurring after the date of this Agreement that will entitle entitling such Lender to such compensation pursuant to this Section 5.2 as promptly as practicable practicable, but in any event within 60 forty-five (45) days, after such Lender obtains Actual Knowledge actual knowledge thereof; provided, however, that if any such Lender fails to give such notice within 60 forty-five (45) days after it obtains Actual Knowledge actual knowledge of such an event, such Lender shall, with respect to such compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.2 only 2.12 for costs incurred from and after the date 60 forty-five (45) days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation A certificate of the amounts owed under this Section. Determinations by a such Lender for purposes of this Section 5.2 of the effect of any increase in setting forth the amount of capital required to be maintained paid to such Lender by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 Borrowers as a result of any event referred to in this paragraph shall, absent manifest error, be conclusive, and, at a Borrower's request, such Capital Adequacy ChangeLender shall set forth the basis for such determination.

Capital Adequacy. If (1) the adoption, after the date hereof, of any Bank determines at any time that any applicable law or governmental lawrule, rule or regulation regarding capital adequacyregulation, (2) any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) compliance by a Lender or any corporation or bank controlling a Lender with any applicable guideline order or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority (whether or not having the force of law) that constitutes a concerning capital adequacy, or any change of the nature described in clause (2) ("Capital Adequacy Change")interpretation or administration thereof by any governmental authority, has central bank or comparable agency, will have the effect of (x) requiring an increase in increasing the amount of capital required or expected to be maintained by a Lender such Bank based on the existence of its Commitment or any corporation Commitments and/or Contingent Commitment or bank controlling a Lender Contingent Commitments hereunder or (y) reducing the rate of return on assets or capital of such Lender (or such corporation or bank) and such adoptionits obligations hereunder, change or compliance, as the case may be, relates to a category of claims or assets that includes such Lender's Loan Amount, then the Borrower shall pay to such Lender from time to time Bank, upon its written demand therefor, such additional amount or amounts as are necessary shall be required to compensate such Lender Bank for the increased cost to such portion Bank as a result of such increase or reduction as shall be reasonably allocable to such Lender's Loan 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 Loans) comparable allocable costs, and (B) such Lender believes 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereofcapital; provided, however, that if any Lender fails the Borrower shall be required to give pay to such notice within 60 days Bank only such additional amounts as shall be required to compensate such Bank for such increased cost as shall accrue from and after it obtains Actual Knowledge the date of demand by such an eventBank. In determining such additional amounts, such Lender Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Bank's determination of compensation owing under this Section 2.07 shall: (i) absent manifest error, with respect be final and conclusive and binding on all the parties hereto, and (ii) be subject to compensation the proviso in the preceding sentence. Each Bank, upon determining that any additional amounts will be payable pursuant to this Section 5.2 in respect 2.07, will give prompt written notice thereof to the Borrower, which notice shall show the basis for the calculation of such additional amounts. The failure to give any such notice shall not be deemed to be a waiver of any costs resulting of the Borrower's obligations to pay additional amounts pursuant to this Section 2.07, provided that the Borrower shall not be required to pay any such amounts until it receives written notice from such eventa Bank in accordance with this Section 2.07. Notwithstanding anything herein to the contrary, be entitled the Borrower shall have the right to payment unilaterally terminate the Commitment or Commitments and/or Contingent Commitment or Contingent Commitments of any Bank demanding additional amounts under this Section 5.2 only for costs incurred from and 2.07 sixty (60) days after providing to such Bank a notice of termination. The Borrower shall, concurrent with such termination, pay to such Bank the date 60 days prior aggregate amount, if any at such time, payable by the Borrower to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed Bank under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy ChangeAgreement.

Capital Adequacy. If (1) the adoption, after the date hereof, of any applicable governmental law, rule or regulation Change in Law regarding capital adequacy, (2) any change, after the date hereof, in the interpretation adequacy or administration of any such law, rule or regulation liquidity by any Governmental Authority, central bank or other Governmental Authority comparable agency charged by Applicable Law with the interpretation or administration thereof thereof, or (3) compliance by a such Lender or any its parent corporation or bank controlling a Lender with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank directive regarding capital adequacy or other Governmental Authority liquidity (whether or not having the force of law) that constitutes a change of any such authority, central bank, or comparable agency, in each case made subsequent to the nature described in clause (2) ("Capital Adequacy Change")date hereof, has the or would have 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 assets or the capital of such Lender (any Affected Party as a consequence of its obligations hereunder or such corporation or bank) and such adoption, change or compliance, as the case may be, relates arising in connection herewith to a category level below that which any such Affected Party could have achieved but for such introduction, change, compliance or change (taking into consideration the policies of claims such Affected Party with respect to capital adequacy or assets that includes liquidity) by an amount deemed by such Lender's Loan AmountAffected Party to be material, then within [***] following the receipt of written demand by such Affected Party, the Borrower shall pay directly to such Affected Party 752805876 23733713 such additional amount or amounts as calculated by such Affected Party in good faith as will compensate such Affected Party for such reduction. (i) If as a result of any event or circumstance similar to those described in Sections 2.11(a), 2.11(b) or 2.11(c), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within [***] following the receipt of written demand by such Affected Party, the Borrower shall pay to such Lender from time to time Affected Party such additional amount or amounts as are may be necessary to compensate reimburse such Lender Affected Party for any amounts paid by it. (ii) In determining any amount provided for in this Section 2.11, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim or demand under this Section 2.11 shall submit to the Borrower a certificate as to such additional or increased cost or reduction showing the basis for such portion of such increase claim or reduction as demand in reasonable detail including calculation thereof, which certificate shall be reasonably allocable conclusive absent manifest error. If any material amounts are required to such Lender's Loan Amount; provided, that no such amounts shall be payable paid by the Borrower pursuant to Section 2.11(b) or (c) the Borrower shall be entitled to, upon written notice (which notice shall be received within [***] after the applicable demand or claim), terminate the Affected Party’s Commitment, and on the date of receipt by the Administrative Agent of such written notice, such Affected Party’s Commitment will automatically terminate and all Advances held by such Affected Party will be immediately due and payable (without the imposition of any Lender penalty, breakage costs or exit fees, including the Prepayment Premium with respect to such Advances). Each notice delivered by the Borrower 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 Loans) comparable allocable costs, shall be irrevocable and (B) such Lender believes 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 date of this Agreement. Each Lender will notify the Borrower termination 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder Commitments shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changepermanent.

Capital Adequacy. If the amount of capital required or expected to be maintained by any Lender or any Person directly or indirectly owning or controlling such Lender (1each a "Control Person"), shall be affected by (i) the adoption, after the date hereof, introduction or phasing in of any applicable governmental law, rule or regulation regarding capital adequacyafter the Effective Date, (2ii) any change, change after the date hereof, Effective Date in the interpretation or administration of any such existing law, rule or regulation by any central bank or other United States or foreign Governmental Authority charged with the interpretation or administration thereof or (3iii) compliance by a such Lender or any corporation or bank controlling a Lender such Control Person with any applicable directive, guideline or request of general applicability, issued after the date hereof, by from any central bank or other United States or foreign Governmental Authority (whether or not having the force of law) promulgated or made after the Effective Date, and such Lender shall have determined that constitutes a such introduction, phasing in, change of the nature described in clause (2) ("Capital Adequacy Change"), has or compliance shall have had or will thereafter have the effect of reducing (xA) 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 assets such Lender's or capital of such Control Person's capital, or (B) the asset value to such Lender (or such corporation Control Person of the Loans made or bank) and maintained by such adoptionLender, in either case to a level below that which such Lender or such Control Person could have achieved or would thereafter be able to achieve but for such introduction, phasing in, change or compliance, as the case may be, relates to a category of claims or assets that includes compliance (after taking into account such Lender's Loan Amountor such Control Person's policies regarding capital adequacy) by an amount deemed by such Lender to be material to such Lender or Control Person, then, within ten days after demand by such Lender, accompanied by a statement setting forth the calculations of any additional amount payable under this Section, which statement shall be conclusive absent manifest error, the Borrower shall pay to such Lender from time to time or such Control Person such additional amount or amounts as are necessary shall be sufficient to compensate such Lender or such Control Person, as the case may be, for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan Amount; providedreduction, 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 Loans) comparable allocable costs, and (B) such Lender believes 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if nothing in this Section shall require the Borrower to compensate any Lender fails to give for any such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 reduction arising more than 90 days prior to the date that such Lender does give such notice. Such delivers notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations thereof to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy ChangeBorrower.

Capital Adequacy. If (1) the adoptionapplication of any law, rule, regulation or guideline adopted or arising out of the report of the Basle Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, or the adoption after the date hereof, hereof of any applicable governmental other law, rule rule, regulation or regulation guideline regarding capital adequacy, (2) or any change, change after the date hereofhereof in any of the foregoing, or in the interpretation or administration of any such law, rule or regulation thereof by any domestic or foreign Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof thereof, or (3) compliance by a Lender or any corporation or bank controlling a Lender Lender, with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any such authority, central bank or comparable agency, 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 assets or such Lender’s capital of to a level below that which such Lender (or would have achieved but for such corporation or bank) and such application, adoption, change or compliancecompliance (taking into consideration the policies of such Lender with respect to capital adequacy), as then, to the case may beextent that such Lender requires such compensation generally with respect to similarly situated borrowers, relates from time to a category of claims or assets that includes such Lender's Loan Amount, time the Borrower shall pay to such Lender from time to time such additional amount or amounts as are necessary to will compensate such Lender on an after-tax basis for such reduction with respect to any portion of the Loan outstanding. So long as no Event of Default has occurred and is continuing, upon written demand of Borrower, the Borrower may with thirty (30) days written notice to the Administrative Agent, require any such increase or reduction as shall be reasonably allocable Lender to such Lender's Loan Amount; provided, that no such amounts shall be whom compensation is due and payable by the Borrower as provided for in this Section 2.7.2 to sell and assign its entire interest in the Loan pursuant to Section 13.3 hereof to any Lender pursuant to this Section 5.2 unless such Lender certifies to Eligible Assignee identified by the Borrower that (A) in its demand and reasonably approved by the Agent, upon payment by such Lender is assessing to its other borrowers (Eligible Assignee of loans similar to the Loans) comparable allocable costs, and (B) entire par amount of such Lender believes such costs are generally applicable to lenders similarly situated to and Lender’s interest in the same jurisdiction as Loan and all accrued interest thereon, plus any compensation required to be paid hereunder and any amounts provided for in Section 2.3.15, including, without limitation, any applicable Breakage Costs and all other amounts payable to such Lender. For Any amount payable by Borrower under subsection 2.7.1 or 2.7.2 above shall be paid within five (5) days of receipt by Borrower of a certificate signed by an authorized officer of Administrative Agent setting forth the avoidance amount due and the basis for the determination of doubtsuch amount, which statement shall be conclusive and binding upon Borrower, absent manifest error. Failure on 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 part of Administrative Agent to demand payment from Borrower for any such amount attributable to any particular period shall not be treated, constitute a waiver of Lender’s right to demand payment of such amount for purposes of determining whether any Lender is entitled subsequent or prior period. Administrative Agent shall use reasonable efforts to compensation under this Section 5.2, as having been enacted or having come into effect before the date of this Agreement. Each Lender will notify the deliver to Borrower prompt notice of any event occurring after described in subsection 2.7.1 or 2.7.2 above, of the date amount of this Agreement that will entitle the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such Lender to compensation pursuant to this Section 5.2 as promptly as practicable but in any event within 60 days, after such Lender obtains Actual Knowledge thereofamount; provided, however, that if any Lender fails failure by Administrative Agent so to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the notify Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled affect Borrower’s obligation to any greater compensation under this Section 5.2 than that which would have been payable to pay the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change reserve and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changecapital adequacy payment resulting therefrom.

Capital Adequacy. If (1) the adoption, after the date hereof, of any applicable governmental law, rule or regulation regarding capital adequacy, (2) any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) compliance by a Lender or any corporation or bank controlling a Lender with any applicable guideline or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority (whether or not having the force of law) that constitutes a change of the 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 any Lender, either Issuing Bank or any corporation or bank controlling a Lender or (y) reducing the rate of return on assets or capital of such Lender (or such corporation or bank) and such adoption, change or complianceSwing Line Lender, as the case may be, relates or any Person directly or indirectly owning or controlling such Lender, either Issuing Bank or the Swing Line Lender, as the case may be (each a “Control Person”), shall be affected by the occurrence of a Regulatory Change and such Lender, such Issuing Bank or the Swing Line Lender, as the case may be, shall have determined that such Regulatory Change shall have had or will thereafter have the effect of reducing (i) the rate of return on capital of such Lender, such Issuing Bank, the Swing Line Lender or such Control Person, as the case may be, or (ii) the asset value to such Lender, such Issuing Bank, the Swing Line Lender or such Control Person, as the case may be, of the Loans, Letters of Credit, Revolving Credit Commitments, Term Loan Commitments, Letter of Credit Commitments or Swing Line Commitment made or maintained by such Lender, such Issuing Bank or the Swing Line Lender, as the case may be, to a category of claims or assets level below that includes which such Lender's Loan Amount, such Issuing Bank, the Borrower shall Swing Line Lender or such Control Person, as the case may be, could have achieved or would thereafter be able to achieve but for such Regulatory Change (after taking into account its policies regarding capital adequacy) by an amount deemed by such Lender, such Issuing Bank or the Swing Line Lender, as the case may be, to be material to such Lender, such Issuing Bank, the Swing Line Lender or such Control Person, as the case may be, then the Borrowers severally agree to pay to such Lender, such Issuing Bank, the Swing Line Lender from time to time or such Control Person, as the case may be, within ten days after demand by such Lender, such Issuing Bank or the Swing Line Lender, such additional amount or amounts as are necessary shall be sufficient to compensate such Lender, such Issuing Bank, the Swing Line Lender or such Control Person, as the case may be, for such portion reduction (which demand shall be accompanied by a statement setting forth the calculations of such increase additional amount or reduction as amounts which statement shall be reasonably allocable to such Lender's Loan 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 Loans) comparable allocable costs, and (B) such Lender believes 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changeconclusive absent manifest error).

Capital Adequacy. If (1a) In the adoptionevent that Agent, after the date hereofSwing Loan Lender, of any applicable governmental law, rule Lender shall have determined that any Applicable Law or regulation guideline regarding capital adequacy, (2) or any change, after the date hereof, Change in Law or any change in the interpretation or administration of any such law, rule or regulation thereof by any Governmental Body, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof thereof, or (3) compliance by a Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling a Agent, Swing Loan Lender, any Lender and the office or branch where Agent, Swing Loan Lender, any Lender (as so defined) makes or maintains any LIBORTerm SOFR Rate Loans) with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any such authority, central bank or comparable agency, has or would have 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 assets or Agent, Swing Loan Lender, any Lender’s capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent, Swing Loan Lender, such Lender (or such corporation or bank) and could have achieved but for such adoption, change or compliancecompliance (taking into consideration Agent’s, as the case may beSwing Loan Lender’s, relates such Issuer’s and such L▇▇▇▇▇’s policies with respect to a category of claims or assets that includes such capital adequacy) by an amount deemed by Agent, Swing Loan Lender's Loan Amount, the Borrower shall pay any Lender, any Issuer to such Lender be material, then, from time to time time, Borrowers shall pay, within ten (10) days of receiving a reasonably detailed written demand therefor, to Agent, Swing Loan Lender, such Issuer or such Lender such additional amount or amounts as are necessary to will compensate Agent, Swing Loan Lender, such Issuer or such Lender for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan 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 Loans) comparable allocable costs, and (B) such Lender believes 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Change.such

Capital Adequacy. If (1) any Lender has reasonably determined that the adoption, after the date hereof, adoption or effectiveness of any applicable governmental law, rule or regulation regarding capital adequacy, (2) any change, adequacy made after the date hereof, or any change therein made after the date hereof, or any change in the interpretation or administration of any such law, rule or regulation thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof or (3) compliance by a Lender or any corporation or bank controlling a Lender with any applicable guideline or request of general applicability, issued made after the date hereof, or compliance by such Lender or its parent company with any central bank request or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of any such authority, central bank or comparable agency made after the nature described in clause (2) ("Capital Adequacy Change")date hereof, has or would have 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 such Lender's or its parent company's capital or assets as a consequence of its commitments or capital obligations hereunder to a level below that which such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the policies of such Lender (or such corporation or bank) and such adoptionits parent company with respect to capital adequacy), change or compliancethen, as within 10 Business Days after the case may be, relates Borrower's receipt of the certificate referred to a category of claims or assets that includes such Lender's Loan Amountin the next sentence, the Borrower shall pay to such Lender from time to time such additional amount or amounts as are necessary to will compensate such Lender and its parent company for such portion reduction. A certificate as to the amount of such increase reduction in rate of return, the good faith basis therefor and setting forth in reasonable detail the calculations used by the applicable Lender to arrive at the amount or reduction as amounts claimed to be due, shall be reasonably allocable to such Lender's Loan 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 submitted to the Borrower that (A) such and the Agent. Each determination by a Lender is assessing to its other borrowers (of loans similar to the Loans) comparable allocable costs, and (B) such Lender believes such costs are generally applicable to lenders similarly situated to and in the same jurisdiction as such Lender. For the avoidance amounts owing under this Section shall be rebuttably presumptive evidence 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, therein. No demand 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after shall be made unless the date 60 days prior to the date that such Lender does give such noticeshall make comparable demands of other similarly situated borrowers. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes The provisions of this Section 5.2 shall survive termination of this Credit Agreement and the payment of the effect of any increase in the amount of capital required to be maintained by the bank Loans and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the all other amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changehereunder.

Capital Adequacy. If (1) the adoptionIf, after the date hereof, of any Lender has determined that the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable governmental law, rule or regulation regarding capital adequacy, (2) any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) compliance by a Lender such Lender, or any corporation or bank controlling a Lender its parent corporation, with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any such authority, central bank or comparable agency, has or would have 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 assets or capital of such Lender Lender's (or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such corporation Lender, or bank) and its parent corporation, could have achieved but for such adoption, effectiveness, change or compliance, as the case may be, relates to a category of claims or assets that includes compliance (taking into consideration such Lender's Loan Amount(or parent corporation's) policies with respect to capital adequacy), then, upon written notice from such Lender to the Borrowers, the Borrower U.S. Borrowers shall be obligated to pay to any such Lender from time U.S. Lender, and the Canadian Borrowers shall be obligated to time pay to any such Canadian Lender, as applicable, such additional amount or amounts as are necessary to will compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such portion of such increase or reduction as reduction; provided that the Borrowers shall not be reasonably allocable required to such Lender's Loan Amount; provided, that no such amounts shall be payable by the Borrower to compensate 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 Loans) comparable allocable costs, and (B) such Lender believes 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, 4.9 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for increased capital costs incurred from and after the date 60 more than 180 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail notifies the calculation applicable Borrower of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of event giving rise to such increased capital required to be maintained by the bank cost and of the amount allocable to such Lender's obligations intention to claim compensation therefor; provided further, however, that such 180-day limitation shall not apply to any cost that is applicable retroactively so long as the Borrower hereunder applicable Lender notifies the Borrowers of such cost within 180 days of a responsible officer of such Lender receiving actual knowledge thereof. Such written notice shall be prima facie evidence accompanied by a certificate setting forth the basis for such claim for compensation and a calculation thereof in reasonable detail. Each determination by any such Lender of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation owing under this Section 5.2 than that which would have been payable to shall, absent manifest error, be conclusive and binding on the transferor Lender as parties hereto. This covenant shall survive the termination of this Agreement and the payment of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change Loans and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changeall other amounts payable hereunder.

Capital Adequacy. If (1) the adoptionIf, after the date hereof, Lender shall have determined that either (a) the adoption of any applicable governmental law, rule rule, regulation, or regulation guideline regarding capital adequacy, (2) or any changechange therein, after the date hereof, or any change in the interpretation or administration of any such law, rule or regulation thereof by any Governmental Authority, central bank bank, or other Governmental Authority comparable agency charged with the interpretation or administration thereof thereof, or (3b) compliance by a Lender (or any corporation or bank controlling a Lender lending office of Lender) with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any such authority, central bank, or comparable agency, has or would have 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 assets Lender's capital as a consequence of its or capital of such Borrowers' obligations hereunder to a level below that which Lender (or such corporation or bank) and could have achieved but for such adoption, change change, or compliance, as the case may be, relates to a category of claims or assets that includes such compliance (taking into consideration Lender's Loan Amountpolicies with respect to capital adequacy) by an amount deemed by Lender to be material, the Borrower then from time-to-time, within ten (10) days after demand by Lender, Borrowers shall pay to such Lender from time to time such additional amount or amounts as are necessary to will adequately compensate such Lender for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan 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 Loans) comparable allocable costs, and (B) such Lender believes such costs are generally applicable to lenders similarly situated to and in the same jurisdiction as such Lenderreduction. 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 date of this Agreement. Each Lender will promptly notify the Borrower Borrowers of any event of which it has actual knowledge, occurring after the date of this Agreement that thereof, which will AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT D-0601350.3 entitle such Lender to compensation pursuant to this Section 5.2 as promptly as practicable but in any event within 60 days, after such SECTION 9.18. A certificate of Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater claiming compensation under this Section 5.2 than that SECTION 9.18 and setting forth the additional amount or amounts to be paid to it hereunder, together with the description of the manner in which would such amounts have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; providedcalculated, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result conclusive in the absence of manifest error. In determining such Capital Adequacy Changeamount, Lender may use any reasonable averaging and attribution methods.

Capital Adequacy. If (1) the adoptionany Bank or any Fronting Bank shall have determined that, after the date hereof, of due to any Change in Law or the adoption of, or any change in, any applicable governmental law, rule or regulation regarding capital adequacyadequacy or liquidity ratios or requirements, (2) or any change, after the date hereof, change in the interpretation or administration of any such law, rule or regulation thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof or (3) compliance by a Lender thereof, or any corporation request or bank controlling a Lender with any applicable guideline directive regarding capital adequacy or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority liquidity requirements (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any such Governmental Authority, central bank or comparable agency, has or would have 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 assets or capital of such Lender Bank or such Fronting Bank (or such corporation Bank’s or bankFronting Bank’s Parent) and as a consequence of this Agreement, the Loan Commitments of such Bank or the 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 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 compliancedirective (taking into consideration its policies with respect to capital adequacy and liquidity) by an amount deemed by such 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 Bank or Fronting Bank, as the case may be, relates to a category of claims or assets that includes such Lender's Loan Amount, the Borrower shall pay to such Lender from time to time such additional amount or amounts as are will compensate such Bank or such Fronting Bank (or such Bank’s or 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 Lender for Bank or Fronting Bank (or such portion of such increase Bank’s or reduction Fronting Bank’s Parent), as the case may be, shall be reasonably allocable to such Lender's Loan Amount; provided, that no such amounts shall be payable by the conclusive absent manifest error. The obligations of 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 Loans) comparable allocable costs, and (B) such Lender believes 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 shall survive the repayment of all amounts due under or having come into effect before in connection with any of the date Loan Documents and the termination of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 Loan Commitments in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days period prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changetermination.

Capital Adequacy. If (1) the adoption, after the date hereof, of any applicable governmental law, rule or regulation Change in Law regarding capital adequacy, (2) any change, after the date hereof, in the interpretation adequacy or administration of any such law, rule or regulation liquidity by any Governmental Authority, central bank or other Governmental Authority comparable agency charged by Applicable Law with the interpretation or administration thereof thereof, or (3) compliance by a such Lender or any its parent corporation or bank controlling a Lender with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank directive regarding capital adequacy or other Governmental Authority liquidity (whether or not having the force of law) that constitutes a change of any such authority, central bank, or comparable agency, in each case made subsequent to the nature described in clause (2) ("Capital Adequacy Change")date hereof, has the or would have 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 assets or the capital of such Lender (any Affected Party as a consequence of its obligations hereunder or such corporation or bank) and such adoption, change or compliance, as the case may be, relates arising in connection herewith to a category level below that which any such Affected Party could have achieved but for such introduction, change, compliance or change (taking into consideration the policies of claims such Affected Party with respect to capital adequacy or assets that includes liquidity) by an amount deemed by such Lender's Loan AmountAffected Party to be material, then within 30 days following the receipt of written demand by such Affected Party (which written demand shall be accompanied by a statement setting forth the basis for such demand in reasonable detail), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. If as a result of any event or circumstance similar to those described in Sections 2.11(b), 2.11(c) or 2.11(d), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within 30 days following the receipt of written demand by such Affected Party (which written demand shall be accompanied by a statement setting forth the basis for such demand in reasonable detail), the Borrower shall pay to such Lender from time to time Affected Party such additional amount or amounts as are may be necessary to compensate reimburse such Lender Affected Party for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan Amount; provided, that no such any amounts shall be payable actually paid by the Borrower to it. In determining any Lender pursuant to amount provided for in this Section 5.2 unless such Lender certifies 2.11, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim or demand under this Section 2.11 shall submit to the Borrower that (A) such Lender is assessing to its other borrowers (of loans similar to the Loans) comparable allocable costs, and (B) such Lender believes such costs are generally applicable to lenders similarly situated to and in the same jurisdiction a certificate 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder additional or increased cost or reduction, which certificate shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changeconclusive absent manifest error.

Capital Adequacy. If after the Agreement Date, (1a) the adoption, after introduction of or any change in or in the date hereof, interpretation of any applicable governmental law, rule or regulation regarding capital adequacy, or (2b) compliance by a Lender with any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by or any guideline or request from any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) compliance by a Lender or any corporation or bank controlling a Lender with any applicable guideline or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority governmental authority (whether or not having the force of law) that constitutes a change of adopted or promulgated after the nature described in clause (2) ("Capital Adequacy Change"), has the effect of (x) requiring an increase in Agreement Date affects or would affect the amount of capital required or expected to be maintained by a Lender or any corporation controlling such Lender, and such Lender determines that the amount of such capital is increased by or bank controlling a Lender based upon the existence of such Lender's commitment or (y) reducing the rate of return on assets Advances hereunder and other commitments or capital advances of such Lender (or such corporation or bank) and such adoptionof this type, change or compliancethen, as the case may be, relates to a category of claims or assets that includes within 30 days after demand by such Lender's Loan Amount, subject to SECTION 11.9, the Borrower shall immediately pay to such Lender Lender, from time to time as specified by such Lender, additional amount or amounts as are necessary sufficient to compensate such Lender for with respect to such portion of circumstances, to the extent that such Lender reasonably determines in good faith such increase or reduction as shall in capital to be reasonably allocable to the existence of such Lender's Loan Amount; provided, that no such Commitments hereunder. A certificate as to any additional amounts shall be payable by the Borrower to any Lender pursuant to under this Section 5.2 unless such Lender certifies SECTION 9.5 submitted to the Borrower that (A) by such Lender is assessing to its other borrowers (of loans similar to the Loans) comparable allocable costs, and (B) shall certify that such amounts were actually incurred by such Lender believes 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 date of this Agreement. Each Lender will notify the Borrower of any event occurring after the date of this Agreement that will entitle corporation controlling such Lender and shall show in reasonable detail an accounting of the amount payable and the calculations used to compensation pursuant to this Section 5.2 as promptly as practicable but determine in any event within 60 days, after good faith such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give amount and shall be conclusive absent manifest or demonstrable error. In determining such notice within 60 days after it obtains Actual Knowledge of such an eventamount, such Lender shallor a corporation controlling such Lender may use any reasonable averaging and attribution methods. Notwithstanding the foregoing, with respect nothing in this SECTION 9.5 shall provide the Borrower or any Subsidiary of the Borrower the right to compensation payable pursuant to this Section 5.2 in respect inspect the records, files or books of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of or any increase in the amount of capital required to be maintained by the bank and of the amount allocable to corporation controlling such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Change.

Capital Adequacy. If (1) the adoption, after the date hereof, hereof Lender shall have determined that the adoption of any applicable governmental law, rule or regulation regarding capital adequacy, (2) or any changechange therein, after the date hereof, or any change in the interpretation or administration of thereof by the Farm Credit Administration ("FCA"), Lender's regulator, or any such lawsuccessor agency thereto, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) compliance by a Lender or any corporation or bank controlling a Lender with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")FCA, has or would have 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 assets Lender's capital as a consequence of its obligations hereunder or capital of such the transactions contemplated hereby to a level below that which Lender (or such corporation or bank) and could have achieved but for such adoption, change or compliance, as the case may be, relates to a category of claims or assets that includes such compliance (taking into consideration Lender's Loan Amountpolicies with respect to capital adequacy) by an amount deemed by Lender to be material, the Borrower then from time to time, within ten (10) Business Days after demand by Lender, CGI shall pay to such Lender from time to time such additional amount or amounts as are necessary to will compensate such Lender for such portion reduction. A certificate of Lender claiming compensation under this section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided that the determination thereof is made on a reasonable basis. However, to the extent capital costs relate to Lender's loans in general and not specifically to a loan hereunder, Lender shall use reasonable averaging and attribution methods. In addition, Lender agrees that, as promptly as practical after it becomes aware of the occurrence of an event or the existence of a condition that would entitle it to exercise its rights under this Section, it will use commercially reasonable efforts to make, fund or maintain the affected Advances through another participant if (1) as a result thereof the additional money that would otherwise be required to be paid in respect of such increase or reduction as shall Advances would be reasonably allocable to such Lender's Loan 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 Loans) comparable allocable costsreduced, and (B2) the making, funding or maintaining of such Lender believes Advances through such costs are generally applicable to lenders similarly situated to and in the same jurisdiction as other participant would not adversely affect such Advances or Lender. For the avoidance of doubtFinally, 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 if Lender is entitled to compensation require CGI to make payments under this Section 5.2, as having been enacted or having come into effect before then Lender must make a demand on CGI to make such payment within ninety (90) days of the later of (1) the date of this Agreement. Each Lender will notify the Borrower of any event occurring after on which such capital costs are actually incurred by Lender, or (2) the date of this Agreement that will entitle such on which Lender to compensation pursuant to this Section 5.2 as promptly as practicable but in any event within 60 daysknows, after such Lender obtains Actual Knowledge thereof; provided, howeveror should have known, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any capital costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee incurred by Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Change.

Capital Adequacy. If (1a) In the adoptionevent that the Agent, after the date hereof, of Swing Loan Lender or any applicable governmental law, rule Lender shall have determined that any Applicable Law or regulation guideline regarding capital adequacyadequacy or liquidity requirements, (2) or any change, after the date hereof, Change in Law or any change in the interpretation or administration of any such law, rule or regulation thereof by any Governmental Body, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof thereof, or (3) compliance by a the Agent, such Swing Loan Lender, such Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include the Agent, Swing Loan Lender, any Issuer or any Lender and any corporation or bank controlling a the Agent, Swing Loan Lender or any Lender and the office or branch where the Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any Term SOFR Rate Loans) with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank directive regarding capital adequacy or other Governmental Authority liquidity requirements (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any such authority, central bank or comparable agency, has or would have 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 assets the Agent, such Swing Loan Lender or such Lender’s capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which the Agent, such Swing Loan Lender or such Lender (or such corporation or bank) and could have achieved but for such adoption, change or compliancecompliance (taking into consideration the Agent’s, as the case may be, relates to a category of claims or assets that includes such Swing Loan Lender’s and such Lender's ’s policies with respect to capital adequacy or liquidity requirements) by an amount deemed by the Agent, such Swing Loan Amount, the Borrower shall pay to Lender or such Lender to be material, then, from time to time time, Borrowers shall pay upon demand to the Agent, such Swing Loan Lender or such Lender such additional amount or amounts as are necessary to will compensate the Agent, such Swing Loan Lender or such Lender for such portion reduction. In determining such amount or amounts, the Agent, such 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 the Agent, each 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 the Agent, Swing Loan Lender or any Lender setting forth such increase amount or reduction amounts as shall be reasonably allocable necessary to compensate the Agent, such Lender's Swing Loan Amount; provided, that no such amounts shall be payable by the Borrower to any Lender pursuant to this Section 5.2 unless or such Lender certifies to the Borrower that (A) such Lender is assessing to its other borrowers (of loans similar to the Loans) comparable allocable costs, and (B) such Lender believes 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant Section 3.9(a) hereof when delivered to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder Borrowing Agent shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changeconclusive absent manifest error.

Capital Adequacy. If (1) the adoption, after the date hereof, of any applicable governmental law, rule or regulation regarding capital adequacy, (2) any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by Lender shall have determined that any central bank or other Governmental Authority charged with properly authorized to do so has adopted or implemented (and has taken all necessary action to legally adopt or implement) any applicable law, rule, or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof or (3) thereof, compliance with which by a the Lender or any corporation or bank controlling a Lender with any applicable guideline or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change"), has would have 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 assets the Lender's capital as a consequence of its obligations hereunder or capital of such the transactions contemplated hereby to a level below that which the Lender (or such corporation or bank) and could have achieved but for such adoption, change implementation, change, or compliance, as compliance (taking into consideration the case may be, relates to a category of claims or assets that includes such Lender's Loan Amountpolicies with respect to capital adequacy) by an amount deemed by the Lender to be material, then from time to time, within ten (10) Business Days after demand by the Lender, the Borrower shall pay to such the Lender from time to time (or its parent) such additional amount or amounts as are necessary to will compensate such the Lender for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan Amount; provided, that no such amounts shall be payable by reduction. The Lender will give 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 Loans) comparable allocable costs, and (B) such Lender believes 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 date of this Agreement. Each Lender will notify the Borrower notice of any event occurring after the date of this Agreement that which will entitle such the Lender to compensation pursuant to this Section 5.2 as promptly as practicable but in any event within 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of knowledge thereof and determines to request such an eventcompensation, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after no claim by the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than shall in any case be made until such time as the Lender determines that which would have been payable it is legally required to the transferor Lender as comply with such law, rule, regulations or change thereto giving rise to such claim. A certificate of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to claiming compensation under this Section 5.2 as and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided that the determination thereof is made on a result of reasonable basis. In determining such Capital Adequacy Changeamount or amounts, the Lender may use any reasonable averaging and attribution methods.

Capital Adequacy. If (1) any Lender shall have determined in good faith that the adoption, effectiveness, phase-in or applicability (excluding any adoption, effectiveness, phase-in or applicability published as of the Effective Date and currently scheduled to take effect) after the date hereof, hereof of any applicable governmental law, rule or regulation (or any provision thereof) regarding capital adequacy, (2) or any change, after the date hereof, change therein or in the interpretation or administration of any such law, rule or regulation thereof after the date hereof by any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof thereof, or (3) compliance by a any Lender (or any corporation or bank controlling a Lender its applicable lending office) with any applicable guideline guideline, request or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any such governmental authority, central bank or comparable agency, has or would have 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 assets or the capital of such Lender (or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments or Letters of Credit or participations therein or other obligations hereunder to a level below that which such Lender or such controlling corporation or bank) and could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliancecompliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), as then from time to time, within fifteen Business Days after receipt by Company from such Lender of the case may bestatement referred to in the next sentence, relates to a category of claims or assets that includes such Lender's Loan Amount, the Borrower Company shall pay (or cause the applicable Subsidiary Borrower to pay) to such Lender from time to time such additional amount or amounts as are necessary to will compensate such Lender or such controlling corporation on an after-tax basis for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan Amountreduction; provided, 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 Loans) comparable allocable costs, and (B) such Lender believes 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under avail itself of the benefit of this Section 5.2 than that which would have been payable subsection 2.7A to the transferor extent that any such reduction in return was incurred more than six months prior to the time it first makes a demand therefor, unless the circumstance giving rise to such reduced return arose or became applicable retrospectively, in which case no time limit shall apply (provided that such Lender as has notified Company within six months from the date such circumstances arose or became applicable). Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this subsection 2.7A, will give prompt written notice thereof to Company (with a copy to Administrative Agent), which notice shall set forth in reasonable detail the basis of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result calculation of such Capital Adequacy Changeadditional amounts.

Capital Adequacy. If (1) the adoption, after the date hereof, any Lender or Issuing Bank (or any affiliate of the foregoing) shall have reasonably determined that the adoption of any applicable governmental law, rule governmental rule, regulation or regulation order regarding the capital adequacyadequacy of banks or bank holding companies, (2) or any changechange therein, after the date hereof, or any change in the interpretation or administration of any such law, rule or regulation thereof by any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof thereof, or (3) compliance by a such Lender or Issuing Bank (or any corporation or bank controlling a Lender affiliate of the foregoing) with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any such governmental authority, central bank or comparable agency, has or would have 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 assets such Lender's or Issuing Bank's (or any affiliate of the foregoing) capital as a consequence of such Lender Lender's or Issuing Bank's Commitment or Obligations hereunder to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or Issuing Bank's (or any affiliate of the foregoing) policies with respect to capital adequacy immediately before such corporation adoption, change or bankcompliance and assuming that such Lender's or Issuing Bank's (or any affiliate of the foregoing) and capital was fully utilized prior to such adoption, change or compliance), as the case may bethen, relates to a category of claims upon demand by such Lender or assets that includes such Lender's Loan AmountIssuing Bank, the Borrower shall immediately pay to such Lender from time to time or Issuing Bank such additional amount or amounts as are necessary shall be sufficient to compensate such Lender or Issuing Bank for any such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan 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 Loans) comparable allocable costs, and (B) such Lender believes 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereofactually suffered; provided, however, that if any there shall be no duplication of amounts paid to a Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this sentence and Section 5.2 in respect 11.3 hereof. A certificate of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in or Issuing Bank setting forth the amount of capital required to be maintained paid to such Lender or Issuing Bank by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Change.any event referred to in this paragraph shall, absent manifest error, be conclusive. ARTICLE 11

Capital Adequacy. If (1) the adoption, after the date hereof, the adoption of any applicable governmental lawApplicable Law regarding the capital adequacy of banks or bank holding companies, rule or regulation regarding capital adequacy, any change in Applicable Law (2) any change, whether adopted before or after the date hereof, Agreement Date) or any change in the interpretation or administration of any such law, rule or regulation thereof by any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof thereof, or (3) compliance by a Lender or any corporation or bank controlling a Lender with any applicable guideline or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any such governmental authority, central bank or comparable agency, has or would have 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 assets any Lender's capital as a consequence of its obligations hereunder with respect to the Loans and the Facility B Commitment to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration any Lender's policies with respect to capital of adequacy immediately before such Lender (adoption, change or compliance and assuming that such corporation or bank) and Lender's capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, as the case may bethen, relates to a category of claims or assets that includes upon demand by such Lender's Loan Amount, the Borrower shall promptly pay to such Lender from time to time such additional amount or amounts as are necessary shall be sufficient to compensate such Lender for such portion of reduced return, together with interest on such increase or reduction as shall be reasonably allocable to such Lender's Loan Amount; provided, that no such amounts shall be payable by amount from the Borrower to any Lender pursuant to this Section 5.2 unless such Lender certifies to the Borrower that fourth (A4th) such Lender is assessing to its other borrowers (of loans similar to the Loans) comparable allocable costs, and (B) such Lender believes 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 date of this Agreement. Each Lender will notify the Borrower of any event occurring day after the date of this Agreement that will entitle demand, until payment in full thereof at the Default Rate. Notwithstanding the foregoing, the Borrower shall only be obligated to compensate such Lender to compensation pursuant to this Section 5.2 as promptly as practicable but in for any event within 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment amount under this Section 5.2 only subsection arising or occurring during, in the case of each such request for costs incurred from and after the date 60 compensation, (i) any time or period commencing not more than ninety (90) days prior to the date that on which such Lender does give submits such notice. Such notice shall describe in reasonable detail the calculation request, and (ii) any other time or period during which, because of the amounts owed under this Sectionunannounced retroactive application of such law, regulation, interpretation, request or directive, such Lender could not have known that the resulting reduction in return might arise. Determinations by a A certificate of such Lender for purposes of this Section 5.2 of the effect of any increase in setting forth the amount of capital required to be maintained paid to such Lender by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changeany event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct.

Capital Adequacy. If (1) the adoptionany Lender has determined, after the date hereof, of that the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable governmental law, rule or regulation regarding capital adequacy, (2) any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) compliance by a Lender or any corporation or bank controlling a such Lender with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any such authority, central bank or comparable agency, has or would have 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 such Lender's capital or assets as a consequence of its commitments or capital of obligations hereunder to a level below that which such Lender (or such corporation or bank) and could have achieved but for such adoption, effectiveness, change or compliance, as the case may be, relates to a category of claims or assets that includes compliance (taking into consideration such Lender's Loan Amountpolicies with respect to capital adequacy), then, upon notice from such Lender to the Borrower, the Borrower shall be obligated to pay to such Lender from time to time such additional amount or amounts as are necessary to will compensate such Lender for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan Amountreduction; 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 PROVIDED that (Ai) such Lender is assessing to its other borrowers (of loans similar to the Loans) comparable allocable costs, and (B) such Lender believes 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 90 days after it obtains Actual Knowledge actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 3.6 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.2 only 3.6 for costs incurred from and after the date 60 90 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail and (ii) each Lender will designate a different applicable lending office with respect to the calculation of matters affected by such event if such designation will avoid the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of need for, or reduce the effect of any increase amount of, such compensation and will not, in the amount sole opinion of capital required to such Lender, be maintained by the bank and of the amount allocable disadvantageous to such Lender's obligations to the Borrower hereunder shall be prima facie evidence . Each determination by any such Lender of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation owing under this Section 5.2 than that which would have been payable to shall, absent manifest error, be conclusive and binding on the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changeparties hereto.

Capital Adequacy. If In the event that CIT (1or any financial institution that purchases from CIT a participation in the loans made by CIT to the Company hereunder), subsequent to the Closing Date, determines in the exercise of its reasonable business judgment that (x) the adoption, after the date hereof, of any change in applicable governmental law, rule rule, regulation or regulation guideline regarding capital adequacy, or (2y) any change, after the date hereof, change in the interpretation or administration of any such lawthereof, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3z) compliance by a Lender CIT or any corporation or bank controlling a Lender such financial institution with any applicable guideline new request or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any central bank or other governmental or regulatory authority, has or would have 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 assets or capital of such Lender (CIT’s or such corporation financial institution’s capital as a consequence of its obligations hereunder to a level below that which CIT or banksuch financial institution could have achieved but for such change or compliance (taking into consideration CIT’s or such financial institution’s policies with respect to capital adequacy) by an amount deemed material by CIT or such financial institution in the exercise of their reasonable business judgment, the Company agrees to pay to CIT, no later than five (5) days following demand by CIT, such additional amount or amounts as will compensate CIT or such financial institution for such reduction in rate of return, In determining such amount or amounts, CIT and such adoptionfinancial institution may use any reasonable averaging or attribution methods. The protection of this Section 8.12 shall be available to CIT and such financial institution regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, change regulation or compliancecondition, A certificate of CIT or such financial institution setting forth such amount or amounts as shall be necessary to compensate CIT or such financial institution with respect to this Section 8.12 and the calculation thereof, when delivered to the Company, shall be conclusive and binding on the Company absent manifest error. In the event CIT or such financial institution exercises its rights pursuant to this Section 8.12. and subsequent thereto determines that the amounts paid by the Company exceeded the amount which CIT or such financial institution actually required to compensate CIT or such financial institution for any reduction in rate of return on its capital, such excess shall be returned to the Company by CIT or such financial institution, as the case may be, relates to a category of claims or assets that includes such Lender's Loan Amount, the Borrower shall pay to such Lender from time to time such additional amount or amounts as are necessary to compensate such Lender for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan 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 Loans) comparable allocable costs, and (B) such Lender believes 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Change.

Capital Adequacy. If the amount of capital required or expected to be maintained by any Lender or any Person directly or indirectly owning or controlling such Lender (1) each a "Control Person"), shall be affected by the adoption, after the date hereof, introduction or phasing in of any applicable governmental law, rule or regulation regarding capital adequacy, (2) any change, after the date hereofEffective Date, any change after the Effective Date in the interpretation or administration of any such existing law, rule or regulation by any central bank or other Governmental Authority charged with the interpretation administration thereof, or administration thereof or (3) compliance by a such Lender or any corporation or bank controlling a Lender such Control Person with any applicable directive, guideline or request of general applicability, issued after the date hereof, by from any central bank or other Governmental Authority (whether or not having the force of law) promulgated or made after the Effective Date, and such Lender shall have reasonably determined that constitutes a such introduction, phasing in, change of the nature described in clause (2) ("Capital Adequacy Change"), has or compliance shall have had or will thereafter have the effect of reducing (xA) 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 assets such Lender's or capital of such Control Person's capital, or (B) the asset value to such Lender (or such corporation Control Person of the Loans made or bank) and maintained by such adoptionLender, in either case to a level below that which such Lender or such Control Person could have achieved or would thereafter be able to achieve but for such introduction, phasing in, change or compliance, as the case may be, relates to a category of claims or assets that includes compliance (after taking into account such Lender's Loan Amountor such Control Person's policies regarding capital adequacy) by an amount deemed by such Lender to be material to such Lender or Control Person, then, within ten days after demand by such Lender, the Borrower shall pay to such Lender from time to time or such Control Person such additional amount or amounts as are necessary shall be sufficient to compensate such Lender or such Control Person, as the case may be, for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan Amount; reduction, 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 Loans) comparable allocable costs, and (B) such Lender believes 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to demand such compensation under this Section 5.2 as a result more than 120 days following the last day of the fiscal year of such Capital Adequacy ChangeLender during which such capital requirement was applicable and in respect of which such Lender is seeking compensation; provided further, however, that the foregoing proviso shall in no way limit the right of any Lender to demand or receive such compensation to the extent that such compensation relates to the retroactive application by such Governmental Authority of any law, rule, regulation, interpretation or phasing in described above if such demand is made within 120 days after the implementation of such retroactive law, rule, regulation, interpretation or phasing in. A statement as to such amounts submitted by a Lender to the Borrower and the Agent shall constitute such demand and shall be conclusive absent manifest error.

Capital Adequacy. If (1) the adoption, after the date hereofAgreement Date, any Lender or Issuing Bank (or any Affiliate of the foregoing) shall have reasonably determined that the adoption of any applicable Applicable Law, governmental lawrule, rule regulation or regulation order regarding the capital adequacyadequacy or liquidity of banks or bank holding companies, (2) or any changechange therein, after the date hereof, or any change in the interpretation or administration of any such law, rule or regulation thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof thereof, or (3) compliance by a such Lender or Issuing Bank (or any corporation or bank controlling a Lender Affiliate of the foregoing) with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of any such Governmental Authority, central bank or comparable agency (but only if such adoption, change, request or directive occurs after the nature described in clause (2) ("Capital Adequacy Change"Agreement Date), has or would have 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 assets such Lender’s or Issuing Bank’s (or any Affiliate of the foregoing) capital as a consequence of such Lender Lender’s or Issuing Bank’s portion of the Revolving Loan Commitment or obligations hereunder to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or Issuing Bank’s (or any Affiliate of the foregoing) policies with respect to capital adequacy immediately before such corporation adoption, change or bankcompliance and assuming that such Lender’s or Issuing Bank’s (or any Affiliate of the foregoing) and capital was fully utilized prior to such adoption, change or compliance), as the case may bethen, relates to a category of claims promptly upon demand by such Lender or assets that includes such Lender's Loan AmountIssuing Bank, the Borrower Borrowers shall immediately pay to such Lender from time to time or Issuing Bank such additional amount or amounts as are necessary shall be sufficient to compensate such Lender or Issuing Bank for any such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan Amountactually suffered; provided, however, that no such amounts there shall be payable by the Borrower no duplication of amounts paid to any a Lender pursuant to this sentence and Section 5.2 unless such Lender certifies 12.3; provided, further, that notwithstanding anything to the Borrower that contrary contained herein, for the purposes of this Section 12.5, the following shall be deemed to have occurred after the Agreement Date: (Ai) such Lender is assessing to its other borrowers (the adoption of loans similar to the Loans) comparable allocable costs▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (Bii) such Lender believes such costs are generally applicable to lenders similarly situated to and in all requests, rules, guidelines or directives promulgated by the same jurisdiction as such Lender. For the avoidance of doubtBank for International settlementsSettlements, the matters set forth in the Consultative Document titled "The New Basel Capital Accord" issued by the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in April 2003 will not each case pursuant to Basel III. A certificate of such Lender or Issuing Bank setting forth the amount to be treated, for purposes of determining whether any paid to such Lender is entitled to compensation under this Section 5.2, or Issuing Bank by the Borrowers as having been enacted or having come into effect before the date of this Agreement. Each Lender will notify the Borrower a result of any event occurring after referred to in this paragraph shall, absent manifest error, be conclusive. Such Lender or the date Issuing Bank 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 sole judgment of this Agreement that will entitle such Lender or the Issuing Bank, be otherwise disadvantageous to such Lender or the Issuing Bank. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 5.2 as promptly as practicable but in any event within 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge 12.5 shall not constitute a waiver of such an eventLender’s or the Issuing Bank’s right to demand such compensation; provided that, such other than in respect of matters covered by the second proviso to the first sentence of this Section 12.5, the Borrowers shall not be required to compensate a Lender shall, with respect to compensation payable or the Issuing Bank pursuant to this Section 5.2 12.5 for any reductions in respect rate of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs return incurred from and after the date 60 more than 270 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail or the calculation Issuing Bank notifies the Borrowers of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase change in the amount of capital required Applicable Law or other occurrence giving rise to be maintained by the bank such reductions and of the amount allocable to such Lender's obligations ’s or the Issuing Bank’s intention to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater claim compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lendertherefore; provided, however, provided further that, if subsequent the change in Applicable Law or other occurrence giving rise to such increased costs or reductions is retroactive, then the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender 270 day period referred to above shall be entitled extended to compensation under this Section 5.2 as a result include the period of such Capital Adequacy Changeretroactive effect thereof.

Capital Adequacy. If (1) the adoptionIf, after the date hereof, Lender shall have determined that either (a) the adoption of any applicable governmental law, rule rule, regulation, or regulation guideline regarding capital adequacy, (2) or any changechange therein, after the date hereof, or any change in the interpretation or administration of any such law, rule or regulation thereof by any Governmental Authority, central bank bank, or other Governmental Authority comparable agency charged with with, the interpretation or administration thereof thereof, or (3b) compliance by a Lender (or any corporation or bank controlling a Lender lending office of Lender) with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any such authority, central bank, or comparable agency, has or would have 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 assets Lender's capital as a consequence of its or capital of such Borrower's obligations hereunder to a level below that which Lender (or such corporation or bank) and could have achieved but for such adoption, change change, or compliance, as the case may be, relates to a category of claims or assets that includes such compliance (taking into consideration Lender's Loan Amountpolicies with respect to capital adequacy) by an amount deemed by Lender to be material, the then from time to time, within fifteen (15) days after demand by Lender, Borrower shall pay to such Lender from time to time such additional amount or amounts as are necessary to will adequately compensate such Lender for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan 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 Loans) comparable allocable costs, and (B) such Lender believes such costs are generally applicable to lenders similarly situated to and in the same jurisdiction as such Lenderreduction. 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 date of this Agreement. Each Lender will promptly notify the Borrower of any event of which it has actual knowledge, occurring after the date of this Agreement that thereof, which will entitle such Lender to compensation pursuant to this Section 5.2 as promptly as practicable but in any event within 60 days, after such 9.18. A certificate of Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater claiming compensation under this Section 5.2 than that 9.18 and setting forth the additional amount or amounts to be paid to it hereunder, together with the description of the manner in which would such amounts have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; providedcalculated, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result conclusive in the absence of manifest error. In determining such Capital Adequacy Changeamount, Lender may use any reasonable averaging and attribution methods.

Capital Adequacy. If (1) In the adoption, after the date hereof, of event that any applicable governmental law, rule or regulation regarding capital adequacy, (2) any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) compliance by Lender shall have determined that a Lender or any corporation or bank controlling a Lender with any applicable guideline or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change"), Regulatory 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 assets or such Lender’s capital as a consequence of its obligations hereunder to a level below that which such Lender (or such corporation or bank) and could have achieved but for such adoption, change or compliance, as the case may be, relates to a category of claims or assets that includes compliance (taking into consideration such Lender's Loan Amount’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, ten (10) days after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, together with a certificate (which shall be conclusive absent manifest error), setting forth the calculations evidencing such requested additional amount, and the law or regulation with respect thereto and certifying that such request is consistent with such Lender’s treatment of other similar customers having similar provisions generally in their agreements with such Lender and that such request is being made on the basis of a reasonable allocation of the costs resulting from such law or regulation, the Borrower shall pay to such Lender from time to time such additional amount or amounts as are necessary will compensate such Lender for such reduction. Allocations shall not be deemed reasonable unless made ratably, to the extent practicable, to all affected assets, commitments, activities or other relevant aspects of such Lender’s business, whether or not the Lender is entitled to compensation with respect thereto. Notwithstanding the foregoing, the Borrower shall only be obligated to compensate such Lender for any amount under this subsection arising or occurring during (a) in the case of each such portion request for compensation, any time or period commencing not more than ninety (90) days prior to the date on which such Lender submits such request and (b) any other time or period during which, because of the unannounced retroactive application of such increase law, regulation, interpretation, request or reduction as shall be reasonably allocable to such Lender's Loan Amount; provideddirective, that no such amounts shall be payable by the Borrower to any Lender pursuant to this Section 5.2 unless such Lender certifies to reasonably could not have known that the Borrower that (A) such Lender is assessing to its other borrowers (of loans similar to the Loans) comparable allocable costs, and (B) such Lender believes such costs are generally applicable to lenders similarly situated to and resulting reduction 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 date of this Agreementreturn might arise. Each Lender will notify the Borrower of any event occurring after the date of this Agreement that will entitle such Lender it is entitled to compensation pursuant to this Section 5.2 subsection as promptly as practicable but in any event within 60 days, after it determines to request such Lender obtains Actual Knowledge thereofcompensation; provided, however, that if any Lender fails the failure to give provide such notice within 60 days after it obtains Actual Knowledge shall not restrict the ability of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment reimbursed under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Change2.13.

Capital Adequacy. If (1) the adoptionIf, after the date hereof, any Lender shall have determined that either (a) the adoption of any applicable governmental law, rule rule, regulation or regulation guideline of general applicability regarding capital adequacy, (2) or any changechange therein, after the date hereof, or any change in the interpretation or administration of any such law, rule or regulation thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof thereof, or (3b) compliance by a such Lender (or any corporation or bank controlling a Lender lending office of such Lender) with any applicable guideline request or request directive of general applicability, issued after the date hereof, by any central bank or other Governmental Authority applicability regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any such authority, central bank or comparable agency, has or would have 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 assets such Lender's capital as a consequence of its or capital of Borrower's obligations hereunder to a level below that which such Lender (or such corporation or bank) and could have achieved but for such adoption, change or compliance, as the case may be, relates to a category of claims or assets that includes compliance (taking into consideration such Lender's Loan Amountpolicies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within ten days after demand by such Lender, which demand shall include a calculation and a reference to the law, rule or regulation, Borrower shall pay to such Lender from time to time such additional amount or amounts as are necessary to will adequately compensate such Lender for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan 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 Loans) comparable allocable costs, and (B) such Lender believes such costs are generally applicable to lenders similarly situated to and in the same jurisdiction as such Lenderreduction. 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 date of this Agreement. Each Such Lender will notify the Agent and Borrower of any event occurring after the date of this Agreement that such determination which will entitle such Lender to compensation pursuant to this Section 5.2 subsection as promptly as practicable (but in any event within 60 120 days, ) after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge actual knowledge of such an event, the event or condition prompting such Lender shallto make such determination, with respect to compensation payable pursuant to this Section 5.2 in respect of and Borrower shall not be liable for any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after amount or amounts that accrue between the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital notification is required to be maintained by given and the bank and date it was actually given. A certificate of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater claiming compensation under this Section 5.2 than that and setting forth the additional amount of amounts to be paid to it hereunder, together with the description of the manner in which would such amounts have been payable to calculated, shall be conclusive in the transferor Lender as absence of the date of the transfer or sale of the Note to demonstrable error. In determining such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Countryamount, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changemay use any reasonable averaging and attribution methods.

Capital Adequacy. If (1a) the adoption, after the date hereof, applicability of any applicable governmental law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", (b) the introduction of or any change in or in the interpretation of any law, rule or regulation regarding capital adequacy, or (2c) compliance by a Lender with any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by or any guideline or request from any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) compliance by a Lender or any corporation or bank controlling a Lender with any applicable guideline or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority governmental authority (whether or not having the force of law) that constitutes a change of adopted or promulgated after the nature described in clause (2) ("Capital Adequacy Change"), has the effect of (x) requiring an increase in Agreement Date affects or would affect the amount of capital required or expected to be maintained by a Lender or any corporation controlling such Lender, and such Lender determines that the amount of such capital is increased by or bank controlling a Lender based upon the existence of such Lender's commitment or (y) reducing the rate of return on assets Advances hereunder and other commitments or capital advances of such Lender (or such corporation or bank) and such adoptionof this type, change or compliancethen, as the case may be, relates to a category of claims or assets that includes within 30 days after demand by such Lender's Loan Amount, subject to SECTION 11.9, the Borrower shall immediately pay to such Lender Lender, from time to time as specified by such Lender, additional amount or amounts as are necessary sufficient to compensate such Lender for with respect to such portion of circumstances, to the extent that such Lender reasonably determines in good faith such increase or reduction as shall in capital to be reasonably allocable to the existence of such Lender's Loan Amount; provided, that no such share of the Revolving Credit Commitment hereunder. A certificate as to any additional amounts shall be payable by the Borrower to any Lender pursuant to under this Section 5.2 unless such Lender certifies SECTION 9.5 submitted to the Borrower that (A) by such Lender is assessing to its other borrowers (of loans similar to the Loans) comparable allocable costs, and (B) shall certify that such amounts were actually incurred by such Lender believes 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 date of this Agreement. Each Lender will notify the Borrower of any event occurring after the date of this Agreement that will entitle corporation controlling such Lender and shall show in reasonable detail an accounting of the amount payable and the calculations used to compensation pursuant to this Section 5.2 as promptly as practicable but determine in any event within 60 days, after good faith such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give amount and shall be conclusive absent manifest or demonstrable error. In determining such notice within 60 days after it obtains Actual Knowledge of such an eventamount, such Lender shallor a corporation controlling such Lender may use any reasonable averaging and attribution methods. Notwithstanding the foregoing, with respect nothing in this SECTION 9.5 shall provide the Borrower or any Subsidiary of the Borrower the right to compensation payable pursuant to this Section 5.2 in respect inspect the records, files or books of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of or any increase in the amount of capital required to be maintained by the bank and of the amount allocable to corporation controlling such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Change.

Capital Adequacy. If The Borrower shall pay directly to each Bank from time to time on request of such Bank such amounts as such Bank may determine to be necessary to compensate such Bank (1or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the adoptionmaintenance by such Bank (or such bank holding company), after the date hereof, of pursuant to any applicable governmental law, rule law or regulation regarding capital adequacy, (2) any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) compliance by a Lender or any corporation or bank controlling a Lender with any applicable guideline interpretation, directive or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) that constitutes a change of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing at the national level any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing the Basle Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the nature described in clause Board of Governors of the Federal Reserve System (212 CFR Part 208, Appendix A; 12 CFR Part 225, Appendix A) and the Final Risk-Based Capital Gu▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇he Comptroller of the Currency ("Capital Adequacy Change"12 CFR Part 3, Appendix A)), has the effect of (x) requiring an increase in the amount of capital required in respect of its Commitment, Loans or participation in Letters of Credit (such compensation to be maintained by a Lender or include, without limitation, an amount equal to any corporation or bank controlling a Lender or (y) reducing reduction of the rate of return on assets or capital equity of such Lender Bank (or such corporation or bankbank holding company) and such adoption, change or compliance, as the case may be, relates to a category of claims level below that which such Bank (or assets that includes such Lenderbank holding company) could have achieved but for such law, regulation, interpretation, directive or request). Simultaneously with such Bank's Loan Amountrequest for any such amount, the Borrower Bank shall pay to such Lender from time to time such additional amount or amounts as are necessary to compensate such Lender for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan 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 submit to the Borrower that (A) a certificate in reasonable detail of such Lender is assessing to its other borrowers (Bank setting forth the basis for the determination of loans similar to the Loans) comparable allocable costs, and (B) such Lender believes such costs are generally applicable to lenders similarly situated to and in the same jurisdiction as such Lenderamount payable under this Section 5.4. For the avoidance of doubt, the matters set forth in the Consultative Document titled "The New Basel Capital Accord" issued Determinations by the Basel Committee on Banking Supervision in April 2003 will not be treated, each Bank for purposes of determining whether any Lender is entitled to compensation under this Section 5.25.4 shall be conclusive in the absence of manifest error. In determining such amounts, as having been enacted or having come into effect before the date Banks may use any reasonable averaging, attribution and allocation methods. For purposes of this Agreement. Each Lender will notify the Borrower of Section 5.4, "Regulatory Change" shall mean, with respect to any event occurring Bank, any change 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 60 daysFederal, state or foreign law or regulations (including, without limitation, Regulation D) or the adoption or making after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect date of any costs resulting from interpretation, directive or request applying to a class of banks (other than those applying solely to banks formally determined by the applicable regulator to be in a financially troubled condition) including such eventBank of or under any Federal, state or foreign law or regulations (whether or not having the force of law and whether or not failure to comply therewith would be entitled to payment under this Section 5.2 only for costs incurred from and after unlawful) by any court or governmental or monetary authority charged with the date 60 days prior to the date that such Lender does give such noticeinterpretation or administration thereof. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for For purposes of this Section 5.2 of 5.4, "Basle Accord" shall mean the effect of any increase in the amount of proposals for risk-based capital required to be maintained framework described by the bank Basle Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of the amount allocable Capital Measurement and Capital Standards" date July 1988, as amended, modified and supplemented and in effect from time to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to time or any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changereplacement thereof.

Capital Adequacy. (a) If (1) the adoption, after the date hereof, of any applicable governmental law, rule or regulation regarding capital adequacy, (2) any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) compliance by a Lender or any corporation or bank controlling a Lender Participant in the Loan determines that compliance with any applicable law or regulation or with any guideline or request of general applicability, issued after the date hereof, by from any central bank or other Governmental Authority (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change"), has the effect of (x) requiring an increase in affects or would affect the amount of capital required or expected to be maintained by a such Lender or such Participant, or any corporation controlling such Lender or bank 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 Lender 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), or (yii) 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 assets or capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (or taking into consideration such corporation or bankLender’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 measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such adoptionLender 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, change 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 compliancecontinue 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, relates agrees to a category of claims or assets that includes such Lender's Loan Amount, the Borrower shall pay to such Lender from time to time such additional amount or amounts as are necessary to compensate such Lender for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan 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 Loans) comparable allocable costs, and (B) such Lender believes 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 date of this Agreement. Each Lender will notify the Borrower of any event occurring after the date Effective Date entitling Administrative Agent, such Lender or such Participant to compensation under any of the preceding subsections 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 60 days, after such Lender obtains Actual Knowledge thereofpracticable; provided, however, that if the failure of Administrative Agent, any Lender fails or any Participant to give such notice within 60 days after it obtains Actual Knowledge shall not release Borrower from any of such an eventits obligations hereunder. Administrative Agent, such each Lender shalland each Participant, with respect as the case may be, agrees to furnish to Borrower a certificate setting forth the basis and amount of each request for compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 Administrative Agent, such Lender, or such Participant, as the case may be, of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder Regulatory Change shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; providedconclusive and binding for all purposes, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changeabsent manifest error.

Capital Adequacy. (a) If (1) the adoptionAgent, after the date hereofSwing Loan Lender, of Issuer or any applicable governmental law, rule or regulation regarding capital adequacy, (2) Lender determines that any change, after the date hereof, change in the interpretation or administration of any Applicable Law affecting such law, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) compliance by a Lender or any corporation lending office of Agent, Swing Loan Lender, Issuer or bank controlling a such Lender with any applicable guideline or request of general applicabilityAgent’s, issued after the date hereofSwing Loan Lender’s, by any central bank Issuer’s or other Governmental Authority (whether such Lender’s holding company, if any, regarding capital or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")liquidity requirements, has or would have 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 assets Agent’s, Swing Loan Lender’s, Issuer’s or such Lender’s capital or on the capital of Agent’s, Swing Loan Lender’s, Issuer’s or such Lender’s holding company, if any, as a consequence of this Agreement, the commitments of Agent, Swing Loan Lender, Issuer or such Lender (or the Advances made by, or participations in Letters of Credit or Swing Loans held by, Agent, Swing Loan Lender, or such corporation Lender, or bank) and such adoptionthe Letters of Credit issued by Issuer, change or compliance, as the case may be, relates to a category of claims level below that which Agent, Swing Loan Lender, Issuer or assets that includes such Lender or such Lender's ’s holding company could have achieved but for such change in such Applicable Law (taking into consideration such Lender’s policies and the policies of Agent’s, Swing Loan AmountLender’s, the Borrower shall pay Issuer’s or such Lender’s holding company with respect to such Lender capital adequacy), then from time to time the Borrower will pay to such Person, such additional amount or amounts as are necessary to will compensate such Lender Person or such Person’s holding company for any such portion reduction suffered. (b) For purposes of such increase this Agreement, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, or reduction as shall be reasonably allocable to such Lender's Loan 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 Loans) comparable allocable costsdirectives thereunder or issued in connection therewith, and (Bii) such Lender believes such costs are generally applicable to lenders similarly situated to and in all requests, rules, guidelines or directives promulgated by the same jurisdiction as such Lender. For the avoidance of doubtBank for International Settlements, the matters set forth in the Consultative Document titled "The New Basel Capital Accord" issued by the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in April 2003 will not each case pursuant to Basel III, shall in each case be treateddeemed to be a change in any Applicable Law, for purposes regardless of determining whether the date enacted, adopted or issued. (c) A certificate as to any additional amounts payable pursuant to this Section 3.9 submitted by any applicable Person to the Borrowing Agent (with a copy to the Agent) shall be conclusive in the absence of manifest error. The Borrower shall pay such Person the amount shown as due on any such certificate within 10 days after receipt thereof. Failure or delay on the part of Agent, Swing Loan Lender, Issuer or any Lender is entitled to compensation under this Section 5.2, as having been enacted or having come into effect before the date of this Agreement. Each Lender will notify the Borrower of any event occurring after the date of this Agreement that will entitle such Lender to demand compensation pursuant to this Section 5.2 as promptly as practicable but in any event within 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge 3.9 shall not constitute a waiver of such an eventPerson’s right to demand such compensation. Notwithstanding anything to the contrary in this Section 3.9, such Lender shall, with respect the Borrower shall not be required to compensation payable compensate any applicable Person pursuant to this Section 5.2 in respect of 3.9 for any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs amounts incurred from and after the date 60 days more than nine months prior to the date that such Lender does give Person notifies the Borrowing Agent of such noticePerson’s intention to claim compensation therefor; provided that if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect. Such notice shall describe in reasonable detail the calculation The obligations of the amounts owed under Borrower arising pursuant to this Section. Determinations by a Lender for purposes Section 3.9 shall survive the termination of the Commitments, the termination of this Section 5.2 Agreement, the repayment of all Obligations and the resignation of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy ChangeAgent.

Capital Adequacy. If (1) the adoptionIf, after the date hereof, any Credit Facility Lender (or any Affiliate of any applicable Credit Facility Lender) shall have reasonably determined that the adoption of any Applicable Law, governmental lawrule, rule regulation or regulation order regarding the capital adequacyadequacy of banks or bank holding companies, (2) or any changechange therein, after the date hereof, or any change in the interpretation or administration of any such law, rule or regulation thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof thereof, or (3) compliance by a any Credit Facility Lender (or any corporation or bank controlling a Lender Affiliate of any Credit Facility Lender) with any applicable guideline request or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive regarding capital adequacy (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change")any such Governmental Authority, central bank or comparable agency, has or would have 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 assets the capital of Credit Facility Lender (or any Affiliate of Credit Facility Lender) as a consequence of any of such Credit Facility Lender’s obligations hereunder to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration the policies of any Credit Facility Lender (or Affiliate of any Credit Facility Lender) with respect to capital adequacy immediately before such adoption, change or compliance and assuming that the capital of such Credit Facility Lender (or Affiliate of such corporation or bankCredit Facility Lender) and was fully utilized prior to such adoption, change or compliance), as the case may bethen, relates to a category of claims or assets that includes upon demand by such Credit Facility Lender's Loan Amount, the Borrower shall immediately pay to such Lender from time to time lender such additional amount or amounts as are necessary shall be sufficient to compensate such Lender lender for any such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan Amountactually suffered; provided, that no such amounts there shall be payable by the Borrower no duplication of amounts paid to any Credit Facility Lender pursuant to this sentence and 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 Loans) comparable allocable costs, and (B) such Lender believes 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice15.1. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and Credit Facility Lender’s determination of the amount allocable to be paid to such Lender's obligations to the lender by Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changeany event referred to in this Section 15.2 shall, absent manifest error, be deemed final, binding and conclusive upon Borrower.

Capital Adequacy. If (1) In the adoption, after the date hereof, of event that any applicable governmental law, rule or regulation regarding capital adequacy, (2) any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) compliance by Lender shall have determined that a Lender or any corporation or bank controlling a Lender with any applicable guideline or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority (whether or not having the force of law) that constitutes a change of the nature described in clause (2) ("Capital Adequacy Change"), Regulatory 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 assets or such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender (or such corporation or bank) and could have achieved but for such adoption, change or compliance, as the case may be, relates to a category of claims or assets that includes compliance (taking into consideration such Lender's Loan Amountpolicies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, ten (10) days after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, together with a certificate (which shall be conclusive absent manifest error) setting forth the calculations evidencing such requested additional amount, and the law or regulation with respect thereto and certifying that such request is consistent with such Lender's treatment of other similar customers having similar provisions generally in their agreements with such Lender and that such request is being made on the basis of a reasonable allocation of the costs resulting from such law or regulation, the Borrower shall pay to such Lender from time to time such additional amount or amounts as are necessary will compensate such Lender for such reduction. Allocations shall not be deemed reasonable unless made ratably, to the extent practicable, to all affected assets, commitments, activities or other relevant aspects of such Lender's business, whether or not the Lender is entitled to compensation with respect thereto. Notwithstanding the foregoing, the Borrower shall only be obligated to compensate such Lender for any amount under this subsection arising or occurring during (a) in the case of each such portion request for compensation, any time or period commencing not more than ninety (90) days prior to the date on which such Lender submits such request and (b) any other time or period during which, because of the unannounced retroactive application of such increase law, regulation, interpretation, request or reduction as shall be reasonably allocable to such Lender's Loan Amount; provideddirective, that no such amounts shall be payable by the Borrower to any Lender pursuant to this Section 5.2 unless such Lender certifies to reasonably could not have known that the Borrower that (A) such Lender is assessing to its other borrowers (of loans similar to the Loans) comparable allocable costs, and (B) such Lender believes such costs are generally applicable to lenders similarly situated to and resulting reduction 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 date of this Agreementreturn might arise. Each Lender will notify the Borrower of any event occurring after the date of this Agreement that will entitle such Lender it is entitled to compensation pursuant to this Section 5.2 subsection as promptly as practicable but in any event within 60 days, after it determines to request such Lender obtains Actual Knowledge thereofcompensation; provided, however, that if any Lender fails the failure to give provide such notice within 60 days after it obtains Actual Knowledge shall not restrict the ability of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment reimbursed under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Change2.13.

Capital Adequacy. If (1a) In the adoptionevent that any Lender (for purposes of this Section 3.9, after the date hereofterm “Lender” shall include Agent, of Swing Loan Lender, any applicable governmental law, rule Issuer or regulation regarding capital adequacy, (2) any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) compliance by a Lender or and any corporation or bank controlling a Agent, Swing Loan Lender, any Issuer or any Lender with and the office or branch where Agent, Swing Loan Lender, any applicable guideline Issuer or request of general applicability, issued after the date hereof, by any central bank Lender (as so defined) makes or other Governmental Authority (whether maintains any LIBOR Rate Loans) or not having the force of law) its Parent shall have determined that constitutes a change of the nature described any Change in clause (2) ("Capital Adequacy Change"), Law regarding capital adequacy or liquidity has or would have 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 assets such Lender’s or its Parent’s capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent, Swing Loan Lender, such Issuer or such Lender (or such corporation or bank) and could have achieved but for such adoption, change or compliancecompliance (taking into consideration Agent’s, as the case may beSwing Loan Lender’s, relates to a category of claims or assets that includes such Issuer’s and such Lender's Loan Amount’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender or its Parent to be material, then, within 10 Business Days after written 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 074658.18062/111245555v.10 reasonable detail, a copy of which shall be furnished to the Agent) to the Borrowing Agent, so long as such demand is substantially consistent with demands made by such Lender with similarly situated customers of such Lender under agreements having provisions similar to this Section 3.9, the Borrower Borrowers shall pay to such Issuer or such Lender from time to time such additional amount or amounts as are necessary to will compensate such Lender or its Parent for such portion of reduction. In determining such increase amount or reduction as shall be reasonably allocable to amounts, Agent, Swing Loan Lender, such Lender's Loan Amount; provided, that no such amounts shall be payable by the Borrower to any Lender pursuant to this Section 5.2 unless Issuer or such Lender certifies to the Borrower that (A) such Lender is assessing to its other borrowers (of loans similar to the Loans) comparable allocable costs, and (B) such Lender believes 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 may use any Lender is entitled to compensation under this Section 5.2, as having been enacted reasonable averaging or having come into effect before the date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changeattribution methods.

Capital Adequacy. If the amount of capital required or expected to be maintained by any Lender, the Issuing Bank or any Person directly or indirectly owning or controlling such Lender or the Issuing Bank (1each a "Control Person"), shall be -------------- affected by (a) the adoption, after the date hereof, introduction or phasing in of any applicable governmental law, rule or regulation regarding capital adequacy, (2) any change, after the date hereof, , (b) any change after the date hereof in the interpretation or administration of any such existing law, rule or regulation by any central bank or other United States or foreign Governmental Authority charged with the interpretation or administration thereof or thereof, or (3c) compliance by a Lender such Lender, the Issuing Bank or any corporation or bank controlling a Lender such Control Person with any applicable directive, guideline or request of general applicability, issued after the date hereof, by from any central bank or other United States or foreign Governmental Authority (whether or not having the force of law) promulgated or made after the date hereof, and such Person shall have determined that constitutes a such introduction, phasing in, change of the nature described in clause (2) ("Capital Adequacy Change"), has or compliance shall have had or will thereafter have the effect of reducing (xi) 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 assets its capital, or capital of (ii) the asset value to such Lender (Lender, the Issuing Bank or such corporation Control Person of the Loans made or bank) and maintained by such adoptionLender, the Letters of Credit issued or maintained by the Issuing Bank or the Reimbursement Obligations or any participation therein owed to the Issuing Bank or any Lender to a level below that which such Lender, the Issuing Bank or such Control Person could have achieved or would thereafter be able to achieve but for such introduction, phasing in, change or compliancecompliance (after taking into account such Lender's, the Issuing Bank's or such Control Person's policies regarding capital), in either case by an amount which it deems material, then, within ten days after demand by such Lender or the Issuing Bank, the Borrower shall pay to such Lender, the Issuing Bank or such Control Person, as the case may be, relates to a category of claims or assets that includes such Lender's Loan Amount, the Borrower shall pay to such Lender from time to time such additional amount or amounts as are necessary shall be sufficient to compensate such Lender Lender, the Issuing Bank or such Control Person, as the case may be, for such portion of such increase or reduction as shall be reasonably allocable to such Lender's Loan 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 Loans) comparable allocable costs, and (B) such Lender believes 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 date of this 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect of any costs resulting from such event, be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changeafter-tax basis.

Capital Adequacy. If (1) the adoption, after the date hereof, hereof any Bank or any of the Agents determines that (a) the adoption of or change in any applicable governmental law, rule or regulation regarding capital adequacygovernmental rule, (2) any changeregulation, after the date hereofpolicy, in the interpretation or administration of any such law, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) compliance by a Lender or any corporation or bank controlling a Lender with any applicable guideline or request of general applicability, issued after the date hereof, by any central bank or other Governmental Authority directive (whether or not having the force of law) that constitutes regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a change court or governmental authority with appropriate jurisdiction, or (b) compliance by such Bank or such Agent or any corporation controlling such Bank or such Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of the nature described in clause (2law) ("Capital Adequacy Change")of any such entity regarding capital adequacy, 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 assets or capital of such Lender (Bank's or such corporation Agent's commitment with respect to any Loans to a level below that which such Bank or bank) and such Agent could have achieved but for such adoption, change or compliance, compliance (taking into consideration such Bank's or such 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) such Agent to be material, relates to a category of claims then such Bank or assets that includes such Lender's Loan Amount, Agent may notify the applicable Borrower shall pay to such Lender from time to time such additional amount or amounts as are necessary to compensate such Lender for such portion of such increase fact. To the extent that the amount of such reduction in the return on capital is based on the US Commitment, Mexican Commitment, US Loans, Mexican Loans or reduction as shall be reasonably allocable to such Lender's the Canadian Term Loan Amount; provided, that no such amounts shall be and is not reflected in the interest or fees 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 Loans) comparable allocable costs, and (B) such Lender believes such costs are generally applicable to lenders similarly situated to and in the same jurisdiction as such Lender. For the avoidance of doubtUS Borrower, the matters set forth Canadian Borrower or the Mexican Borrower (as the case may be), such Borrower and such Bank shall thereafter attempt to negotiate in good faith, within thirty (30) days of the Consultative Document titled "The New Basel Capital Accord" issued by day on which such Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Bank in light of these circumstances. If such Borrower and such Bank are unable to agree to such adjustment within thirty (30) days of the Basel Committee date on Banking Supervision in April 2003 will not be treatedwhich such Borrower receives such notice, 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 then commencing on the date of this Agreement. Each Lender will notify such notice (but not earlier than the Borrower effective date of any event occurring after such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in such Bank's reasonable determination, provide adequate compensation. To the extent that the amount of such reduction in the return on capital is based on the Australian Commitment or the Australian Revolving Credit Loans and is not reflected in the interest or fees payable by the Australian Borrower, the Australian Borrower and such Bank shall thereafter attempt to negotiate in good faith, within thirty (30) days of the date on which the Australian Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Bank in light of these circumstances. If the Australian Borrower and such Bank are unable to agree to such adjustment within thirty (30) days of the date on which the Australian Borrower receives such notice, then commencing on 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 60 days, after such Lender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such notice within 60 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in respect (but not earlier than the effective date of any costs resulting from such eventincreased capital requirement), be entitled to payment under this Section 5.2 only for costs incurred from and after the date 60 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section 5.2 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Lender's obligations to the Borrower fees payable hereunder shall be prima facie evidence of the amounts owed under this Sectionincrease by an amount that will, in such Bank's reasonable determination, provide adequate compensation. Any assignee of a Lender that is not the initial Lender party to the Loan Agreement Each Bank shall not be entitled to any greater compensation under this Section 5.2 than that which would have been payable to the transferor Lender as of the date of the transfer or sale of the Note to allocate such transferee Lender; provided, however, that, if subsequent to the date of transfer or sale of the Note there occurs a Capital Adequacy Change cost increases among its customers in good faith and such transferee Lender is domiciled in a Designated Country, such transferee Lender shall be entitled to compensation under this Section 5.2 as a result of such Capital Adequacy Changeon an equitable basis.