Common use of Capital Adequacy Clause in Contracts

Capital Adequacy. If any Change in Directives shall impose, modify or deem applicable any capital adequacy or similar requirement (including without limitation a request or requirement which affects the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion of such Bank, the rate of return on such Bank’s capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank could have achieved but for such circumstances, then upon notice to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, pay to such Bank such additional amount or amounts as shall compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methods.

Capital Adequacy. If any Change in Directives shall impose, modify or deem applicable any capital adequacy or similar requirement (including without limitation a request or requirement which affects after the manner in which date hereof any Bank or the Agent reasonably determines that (including i) the L/C Issueradoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) allocates regarding capital resources to its commitments, including its obligations hereunder) and as a result thereof, requirements for banks or bank holding companies or any change in the sole opinion interpretation or application thereof by a court or governmental authority with appropriate jurisdiction after the date hereof, or (ii) compliance after the date hereof 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 law) of any such Bankentity regarding capital adequacy, has the rate effect of reducing the return on such Bank’s capital as a consequence of its obligations hereunder (including 's or the Agent's commitment with respect to L/Cs) is or will be reduced any Loans to a level below that which such Bank or the Agent could have achieved but for such circumstancesadoption, change or 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 upon notice to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, pay to such Bank or the Agent may notify the Borrower of such additional fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate or Eurodollar Rate, or in amounts paid or payable by the Borrower pursuant to Section 5.7 or Section 5.10 hereof, the Borrower and such Bank or (as the case may be) the Agent shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such notice, an adjustment payable hereunder which will adequately compensate such Bank for or the Agent in light of these circumstances. If the Borrower and such reduction Bank or the Agent are unable to agree to such adjustment within thirty (30) days of the date on which the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change Bank's or the Agent's reasonable determination, provide adequate compensation. Each Bank and the Agent shall allocate such cost increases among its customers in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect good faith and on an equitable basis. Notwithstanding anything to the periodcontrary contained in this Section 5.8, in the event that the Agent or L/Cs that are outstandingany Bank shall fail to notify the Borrower of any such costs of increased capital requirements within one hundred twenty (120) days following the Agent's or such Bank's determination thereof, after the end of Agent or, as the calendar month in which case may be, such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may shall not be entitled to claim any additional amounts pursuant to this Section 2.7(b5.8 for any period ending on a date which is prior to one hundred twenty (120) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any days before such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodsnotification.

Capital Adequacy. If after the date hereof, the adoption of any Change in Directives shall impose, modify or deem applicable any Applicable Law regarding the capital adequacy or similar requirement liquidity of banks or bank holding companies, or any change in Applicable Law (including without limitation a request whether adopted before or requirement which affects after the manner Effective Date) or any change in which the interpretation or administration thereof by any Bank (including governmental authority, central bank or comparable agency charged with the L/C Issuer) allocates capital resources to its commitmentsinterpretation or administration thereof, including its obligations hereunder) and as a result thereofany such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, in or compliance by such Lender (or the sole opinion bank holding company of such BankLender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bankany Lender’s capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced the Loans and the Commitments to a level below that which such Bank it could have achieved but for such circumstancesadoption, then change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon notice demand by such Lender, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower through Agentpursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower shall, subject as a result of any event referred to clause (c) in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.72.11, pay no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such Bank increased costs or reductions and of such additional amount Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or amounts as reductions is retroactive, then the six (6) month period referred to above shall compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect be extended to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to include the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodsretroactive effect thereof).

Capital Adequacy. If If, after the Closing Date, any Change adoption of, any change to or any change in Directives shall impose, modify the interpretation of any Governmental Rule by any Governmental Person exercising control over banks or deem applicable financial institutions generally or any court (whether or not having the force of law) affects or would affect the amount of capital adequacy required or similar requirement (including without limitation a request or requirement which affects the manner in which expected to be maintained by any Bank or any corporation controlling such Bank (including a "Capital Adequacy Event"), and the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion of such Bank, Capital Adequacy Event is to reduce the rate of return on capital of such Bank’s Bank or the capital of any corporation controlling such Bank as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced thereof to a level below that which such Bank could have achieved but for such circumstances, then upon notice Capital Adequacy Event (taking into consideration such Bank's policies with respect to Borrower through Agent, Borrower shall, subject to clause (ccapital adequacy) of this Section 2.7, pay to by an amount which such Bank deems to be material, such additional Bank shall promptly deliver to the Borrower and the Agent a statement of the amount or amounts as shall necessary to compensate such Bank for such the reduction in the rate of return for on its capital attributable to its Loans and the commitments under this Credit Agreement (i) any Loans that are outstanding under any Interest Period commencing after such Change the "Capital Compensation Amount"). Each Bank shall determine the Capital Compensation Amount in Directives becomes effectivegood faith, (ii) any Loans bearing interest at the Base Rate with respect using reasonable attribution and averaging methods. Each Bank shall, from time to time, furnish to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A Agent a certificate as to any such additional the amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and so determined. Such certificate shall, in the absence of manifest error, be final conclusive and conclusivebinding as to the amount thereof. In determining Such amount shall be due and payable by the Borrower to such amountBank ten (10) days after such notice is given. As soon as practicable after any Capital Adequacy Event, such Bank shall submit to the Borrower and the Agent estimates of the Capital Compensation Amounts that would be payable as a function of such Bank's commitments hereunder. The Borrower's obligations under this Section 2.7 shall survive the termination of this Credit Agreement and repayment of the Bank may use any reasonable averaging and attribution methodsIndebtedness.

Capital Adequacy. If any Change Lender shall have determined that the adoption after the Effective Date or effectiveness after the Effective Date (whether or not previously announced) of any applicable law, rule, regulation or treaty regarding capital adequacy, or any change therein after the Effective Date, or any change in Directives shall imposethe interpretation or administration thereof after the Effective Date by any Governmental Authority, modify central bank or deem applicable comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive after the Effective Date regarding capital adequacy (whether or similar requirement (including without limitation a request not having the force of law) of any such Governmental Authority, central bank or requirement which affects comparable agency has or would have the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Bank’s Lender's capital as a consequence of its obligations hereunder (including with respect to L/Cs) is hereunder, under the Letters of Credit, the Notes or will be reduced other Obligations held by it to a level below that which such Bank Lender could have achieved but for such circumstancesadoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, upon notice satisfaction of the conditions precedent set forth in this Section, after demand by such Lender (with a copy to Borrower through Agent) as provided below, Borrower shall, shall pay (subject to clause (cSECTION 11.7 hereof) of this Section 2.7, pay to such Bank Lender such additional amount or amounts as shall will compensate such Bank Lender for such reduction in rate reduction. The certificate of return for (i) any Loans that are outstanding under any Interest Period commencing after Lender setting forth such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, as shall be necessary to compensate it and the basis thereof and reasons therefor shall be delivered as soon as practicable to Borrower and shall create a rebuttable presumption as to the other Banks accuracy thereof. Borrower shall certify that similar demands have been made to other customers pay the amount shown as due on any such certificate within five (5) Business Days after the delivery of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusivecertificate. In determining preparing such amountcertificate, a Bank Lender may employ such assumptions and allocations of costs and expenses as it shall in good faith deem reasonable and may use any reasonable averaging and attribution methodsattribuxxxx xxxxxd.

Capital Adequacy. If To the extent not covered by Article III hereof, if any Change Bank shall have determined, after the date hereof, that the adoption of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in Directives shall imposethe interpretation or administration thereof by any governmental authority, modify central bank or deem applicable any capital adequacy comparable agency charged with the interpretation or similar requirement (including without limitation a request administration thereof, or requirement which affects the manner in which compliance by any Bank (including or its lending office) with any request or directive regarding capital adequacy (whether or not having the L/C Issuerforce of law) allocates capital resources to its commitmentsof any such authority, including its obligations hereunder) and as a result thereofcentral bank or comparable agency, in has or would have the sole opinion effect of such Bank, reducing the rate of return on such Bank’s 's capital (or the capital of its holding company) as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank (or its holding company) could have achieved but for such circumstancesadoption, change or compliance (taking into consideration such Bank's policies or the policies of its holding company with respect to capital adequacy) by an amount deemed by such Bank to be material, then upon notice from time to Borrower through time, within fifteen (15) days after demand by such Bank (with a copy to Administrative Agent), Borrower shall, subject to clause (c) of this Section 2.7, shall pay to such Bank such additional amount or amounts as shall compensate such Bank (or its holding company) for such reduction, provided that Borrower's obligation under this Section 3.7 are limited to the parts of such reduction directly related to the Loans. No Bank shall enforce this provision solely against Borrower or against a few of such Bank's customers without in rate of return for each case generally enforcing these (ior similar) any Loans that are outstanding under any Interest Period commencing after such Change provisions in Directives becomes effectiveother contracts (provided that, anything herein to the contrary notwithstanding, (iia) no Bank shall be required to disclose to any Loans bearing interest at Company the Base Rate with respect identity of or the nature of the Bank's relationship with, any other of such Bank's customers and (b) a general written statement of Bank regarding the satisfaction of this requirement shall be satisfactory to Borrower). Each Bank shall designate a different lending office if such designation will avoid the periodneed for, or L/Cs that are outstandingreduce the amount of, after such compensation and will not, in the end judgment of the calendar month in which such Change in Directives becomes effectiveBank, and (iii) any portion of the affected be otherwise disadvantageous to such Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to of any such Bank claiming compensation under this Section and setting forth the additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks be paid to it hereunder shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, be conclusive in the absence of manifest error, be final and conclusive. In determining such amount, a such Bank may use any reasonable averaging and attribution methods. Failure on the part of any Bank to demand compensation for any reduction in return on capital with respect to any period shall not constitute a waiver of such Bank's rights to demand compensation for any reduction in return on capital in such period or in any other period. The protection of this Section shall be available to each Bank regardless of any possible contention of the invalidity or inapplicability of the law, regulation or other condition which shall have been imposed.

Capital Adequacy. If any Change present or future, or any change in Directives shall imposeany present or future, modify law, governmental rule, regulation, policy, guideline or deem applicable any capital adequacy directive (whether or similar requirement (including without limitation not having the force of law) or the interpretation thereof by a request court or requirement which governmental authority with appropriate jurisdiction affects the manner in which amount of capital required or expected to be maintained by any Bank or any corporation controlling such Bank and such Bank determines that the amount of capital required to be maintained by it or such corporation is increased by or based upon the existence of its Commitment or the Loans made pursuant hereto, then such Bank may notify the Borrower of such fact. To the extent that the costs of such increased capital requirements are not reflected in the rates of interest payable hereunder, the Borrower and such Bank shall thereafter attempt to negotiate in good faith, within thirty (including 30) days of the L/C Issuerday 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) allocates 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 resources to its commitmentsrequirement), including its obligations hereunder) and as a result thereofthe fees payable hereunder shall increase by an amount that will, in the sole opinion of such Bank's reasonable determination, provide adequate compensation to such Bank, such amount to be conclusive and binding on the rate of return on such Bank’s capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank could have achieved but for such circumstancesBorrower, then upon notice to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, pay to such Bank such additional amount or amounts as shall compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of absent manifest error, be final . Each Bank shall allocate such cost increases among its customers in good faith and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodson an equitable basis.

Capital Adequacy. If If, by reason of (i) the introduction of or any Change change after the date hereof (including, but not limited to, any change by way of imposition or increase of reserve requirements) in Directives shall imposeor in the interpretation of any law or regulation, modify or deem applicable (ii) the compliance with any guideline or request issued after the date hereof by any central bank or other governmental authority or quasi-governmental authority exercising control over banks or financial institutions generally (whether or not having the force of law), affects or would affect the amount of capital adequacy required to be maintained by any Lender or any corporation controlling such Lender, and the amount of such capital is increased by or based upon the existence of such Lender’s Revolving Credit Loans or such Lender’s commitment to lend hereunder and other commitments of this type or of the Letters of Credit (or similar requirement contingent obligations), then, upon written request therefor by such Lender (including without limitation with a request or requirement which affects the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion copy of such Bankrequest to the Administrative Agent), Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for the rate increased cost of return on such Bank’s additional capital as a consequence in light of its obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank could have achieved but for such circumstances, then upon notice to Borrower through Agentthe extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Revolving Credit Loans or such Lender’s commitment to lend hereunder or to the issuance or maintenance of the Letters of Credit and such Lender is generally charging such costs to other similarly situated borrowers under similar credit facilities; provided, that, Borrower shall, subject shall not be required to clause (c) of this Section 2.7, pay to such Bank such additional amount or amounts as shall compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts Lender pursuant to this Section 2.7(b2.16(c) during for any amounts incurred more than six months prior to the next succeeding Interest Period or monthdate that such Lender notifies Borrower of such Lender’s intention to claim compensation therefor; and provided, as further that, if the case may becircumstances giving rise to such claim have a retroactive effect, it then such six-month period shall promptly notify, through Agent, Borrower and each other Bank be extended to include the period of the event by reason of which it has become so entitledsuch retroactive effect. A certificate as to any such additional amount or amounts and the calculation thereof, submitted by a Bank, through Agent, to Borrower and the other Banks Administrative Agent by such Lender, shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) be conclusive and shallbinding for all purposes, in the absence of absent manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methods.

Capital Adequacy. If In the event that any Change of the Banks shall have determined that the adoption after the date hereof of any law, rule or regulation regarding capital adequacy, or any change after the date hereof therein or in Directives shall impose, modify the interpretation or deem applicable application thereof or compliance by such Bank with any request or directive regarding capital adequacy (whether or similar requirement (not having the force of law) from any central bank or Governmental Authority including without limitation a request under Basel III or requirement which affects Xxxx-Xxxxx, does or shall have the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Bank’s capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank could have achieved but for such circumstancesadoption, change or compliance (taking into consideration such Bank’s policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then upon notice after submission by such Bank to Borrower through Agentthe Company of a written request therefor, Borrower shall, subject to clause (c) the amount of this Section 2.7, pay interest payable by the Company to such Bank on each Interest Payment Date shall be increased by such additional amount or amounts (as shall determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank for the portion of such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect allocable to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason respect of which it has become interest is so entitledpaid on such Interest Payment Date. A certificate as to any additional amounts payable pursuant to this Section 2.13, together with a statement by such additional amount or Bank that such amounts have been calculated consistently with amounts calculated and claimed for in the case of other borrowers parties to revolving credit agreements with such Bank, submitted by a such Bank, through the Administrative Agent, to Borrower the Company, shall be conclusive evidence, absent demonstrable error, of the facts stated therein. Notwithstanding the foregoing, the Company shall not be required to compensate a Bank for any increased costs or reductions incurred more than 270 days prior to the date that such Bank notifies the Company of the change in law giving rise to such increased costs or reductions and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject Bank’s intention to provisions similar claim compensation under this Section; provided that, if the change in law giving rise to this Section 2.7(b) and shallsuch increased costs or reductions is retroactive, in then the absence 270-day period referred to above shall be extended to include the period of manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodsretroactive effect thereof.

Capital Adequacy. If after the date hereof any Change Lender determines that (a) the adoption of or change in Directives shall imposeany Applicable Law regarding liquidity or capital ratios or requirements for banks or bank holding companies or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, modify which change affects similarly situated banks or deem financial institutions generally and is not applicable to a Lender primarily by reason of such Lender’s particular conduct or condition, or (b) compliance by such Lender or its parent bank holding company with any capital adequacy or similar requirement (including without limitation a guideline, request or requirement which affects directive of any such entity regarding liquidity or capital ratios or adequacy (whether or not having the manner in which any Bank (including force of law), has the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in effect of reducing the sole opinion of such Bank, the rate of return on such BankLender’s or such holding company’s capital as a consequence of its obligations such Lender’s commitment to make Loans or participate in Letters of Credit hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank Lender or holding company could have achieved but for such circumstancesadoption, change or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then upon notice such Lender may notify the Borrower thereof. The Borrower agrees to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, pay to such Bank such additional Lender the amount or amounts as shall compensate such Bank for of such reduction in rate the return on capital as and when such reduction is determined, upon presentation by such Lender of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end a statement of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of amount setting forth the affected BankLender’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusivecalculation thereof. In determining such amount, a Bank such Lender may use any reasonable averaging and attribution methodsmethods generally applied by such Lender. For purposes of §4.8 and this §4.9, the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, publications, orders, guidelines and directives thereunder or issued in connection therewith and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to have been adopted and gone into effect after the date hereof regardless of when adopted, enacted or issued.

Capital Adequacy. If after the date hereof, any Change Bank has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in Directives shall imposethe interpretation or administration thereof by any governmental authority, modify central bank or deem applicable comparable agency charged with the interpretation or administration thereof, or compliance by such Bank with any request or directive regarding capital adequacy (whether or similar requirement (including without limitation a request not having the force of law) of any such authority, central bank or requirement which affects comparable agency, has or would have the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Bank’s 's capital or assets as a consequence of its commitments or obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank could have achieved but for such circumstancesadoption, effectiveness, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy), then upon notice from time to time, within 15 days after demand by such Bank, the Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, shall pay to such Bank such additional amount or amounts as shall will compensate such Bank for such reduction reduction. Upon determining in rate of return for (i) good faith that any Loans that are outstanding under any Interest Period commencing after additional amounts will be payable pursuant to this Section, such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect Bank will give prompt written notice thereof to the periodBorrower, or L/Cs that are outstanding, after which notice shall set forth the end basis of the calendar month in which calculation of such Change in Directives becomes effectiveadditional amounts, and (iii) although the failure to give any portion such notice shall not release or diminish any of the affected Bank’s Commitment outstanding with respect Borrower's obligations to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any pay additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Section. Determination by any such Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to owing under this Section 2.7(b) and shall, in the absence of absent manifest error, be final and conclusive. In determining conclusive and binding on the parties hereto; provided, however, that such amount, a Bank may use any reasonable determinations are made in good faith using averaging and attribution methodsmethods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductions.

Capital Adequacy. If after the date hereof, the adoption of any Change in Directives shall impose, modify or deem applicable any Applicable Law regarding the capital adequacy of banks or similar requirement bank holding companies, or any change in Applicable Law (including without limitation a request whether adopted before or requirement which affects after the manner Agreement Date) or any change in which the interpretation or administration thereof by any Bank (including governmental authority, central bank or comparable agency charged with the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result interpretation or administration thereof, in or compliance by such Lender with any directive regarding capital adequacy (whether or not having the sole opinion force of law) of any such Bankgovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank’s any Lender's capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced the Loans and the Revolving Loan Commitment to a level below that which such Bank it could have achieved but for such circumstancesadoption, then change or compliance (taking into consideration such Lender's policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that such Lender's capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon notice to the earlier of demand by such Lender or the Maturity Date, the Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, shall promptly pay to such Bank Lender such additional amount or amounts as shall be sufficient to compensate such Bank Lender for such reduction reduced return, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Maturity Date, as applicable, until payment in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest full thereof at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitledDefault Rate. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject Lender setting forth the amount to provisions similar be paid to such Lender by the Borrower as a result of any event referred to in this Section 2.7(b) paragraph and shall, supporting calculations in the absence of reasonable detail shall be presumptively correct absent manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methods.

Capital Adequacy. If any Change in Directives shall imposeIf, modify or deem applicable any capital adequacy or similar requirement (including without limitation a request or requirement which affects after the manner in which date of this Agreement, any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as or any Issuing Bank shall have determined in good faith that a result thereof, in the sole opinion Regulatory Change affecting such Bank or such Issuing Bank or any Lending Office of such Bank or such Bank’s or such Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Bank’s or such Issuing Bank’s capital or on the capital of such Bank’s or such Issuing Bank’s holding company, if any, as a consequence of its obligations hereunder (including with respect to L/Cs) is this Agreement, the Revolving Credit Commitments of such Bank or will be reduced the Loans made by, or participations in Letters of Credit held by, such Bank, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Bank or such Issuing Bank or such Bank’s or such Issuing Bank’s holding company could have achieved but for such circumstancesRegulatory Change (taking into consideration such Bank’s or such Issuing Bank’s policies and the policies of such Bank’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity), then upon notice from time to time each Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, will pay to such Bank or such additional amount or amounts as shall compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Issuing Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank its Applicable Share of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of as will compensate such Bank that are subject or such Issuing Bank or such Bank’s or such Issuing Bank’s holding company for any such reduction suffered. All determinations made in good faith by such Bank or such Issuing Bank of the additional amount or amounts required to provisions similar to this Section 2.7(b) and shall, compensate such Bank or such Issuing Bank in respect of the foregoing shall be conclusive in the absence of manifest error, be final and conclusive. In determining such amountamount or amounts, a such Bank or such Issuing Bank may use any reasonable averaging and attribution methods. No amount payable pursuant to this Section 2.15 shall be duplicative of any amount payable pursuant to Section 2.13.

Capital Adequacy. If If, after the date hereof, Lender shall have determined that either (a) the adoption of any Change applicable law, rule, regulation, or guideline regarding capital adequacy, or any change therein, or any change in Directives shall imposethe interpretation or administration thereof by any Governmental Authority, modify central bank, or deem applicable comparable agency charged with the interpretation or administration thereof, or (b) compliance by Lender (or any lending office of Lender) with any request or directive regarding capital adequacy (whether or similar requirement (including without limitation a request not having the force of law) of any such authority, central bank, or requirement which affects comparable agency, has or would have the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Bank’s Lender's capital as a consequence of its or Borrowers' obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank Lender could have achieved but for such circumstancesadoption, change, or compliance (taking into consideration Lender's policies with respect to capital adequacy) by an amount deemed by Lender to be material, then upon notice to Borrower through Agentfrom time-to-time, Borrower shallwithin ten (10) days after demand by Lender, subject to clause (c) of this Section 2.7, Borrowers shall pay to such Bank Lender such additional amount or amounts as shall will adequately compensate such Bank Lender for such reduction in rate reduction. Lender will promptly notify Borrowers of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitledactual knowledge, occurring after the date thereof, which will entitle Lender to compensation pursuant to this SECTION 9.18. A certificate as to any such of Lender claiming compensation under this SECTION 9.18 and setting forth the additional amount or amounts submitted by a Bankto be paid to it hereunder, through Agent, to Borrower and together with the other Banks shall certify that similar demands description of the manner in which such amounts have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shallcalculated, shall be conclusive in the absence of manifest error, be final and conclusive. In determining such amount, a Bank Lender may use any reasonable averaging and attribution methods.

Capital Adequacy. If after the date hereof any Change Creditor Party determines that (i) the adoption of or change in Directives shall imposeany law, modify governmental rule, regulation, policy, guideline or deem applicable directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any capital adequacy or similar requirement (including without limitation a request or requirement which affects the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, change in the sole opinion interpretation or application thereof by a court or governmental authority with appropriate jurisdiction, or (ii) compliance by such Creditor Party or any corporation controlling such Creditor Party with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such Bankentity regarding capital adequacy, has the rate effect of reducing the return on such BankCreditor Party’s capital as a consequence of its obligations hereunder (including commitment with respect to L/Cs) is or will be reduced any Loans to a level below that which such Bank Creditor Party could have achieved but for such circumstancesadoption, change or compliance (taking into consideration such Creditor Party’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Creditor Party to be material, then such Creditor Party may notify the Borrowers of such fact upon notice to Borrower through Agent, Borrower shall, subject to clause (c) presentation of this a certificate in accordance with Section 2.7, pay to such Bank such additional 6.10. To the extent that the amount or amounts as shall compensate such Bank for of such reduction in rate of the return for (i) any Loans that are outstanding under any Interest Period commencing after such Change on capital is not reflected in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect Rate, the Borrowers and such Creditor Party shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrowers receive such notice, an adjustment to the period, or L/Cs that compensation payable hereunder which will adequately compensate such Creditor Party in light of these circumstances. If the Borrowers and such Creditor Party are outstanding, after the end unable to agree to such adjustment within thirty (30) days of the calendar month date on which the Borrowers receive such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in which such Change in Directives becomes effectiveCreditor Party’s reasonable determination, and (iii) any portion of provide adequate compensation; provided that the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may Borrowers shall not be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as liable to any such additional amount or amounts submitted Creditor Party for costs incurred more than one hundred eighty (180) days prior to receipt by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers Borrowers of such Bank that are subject to provisions similar to this Section 2.7(b) notice. Each Creditor Party shall allocate such cost increases among its customers in good faith and shall, in the absence of manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodson an equitable basis.

Capital Adequacy. If any Change Lender shall determine that any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in Directives shall imposethe interpretation or administration thereof by any governmental authority, modify central bank or deem applicable comparable agency charged with the interpretation or administration thereof or compliance by such Lender (or its lending office) with any request or directive regarding capital adequacy (whether or similar requirement (including without limitation a request not having the force of law) of any such authority, central bank or requirement which affects comparable agency, has or would have the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Bank’s Lender's capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced the Letters of Credit or credit extended by it hereunder to a level below that which such Bank Lender could have achieved but for such circumstanceslaw, rule, regulation, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then upon notice from time to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, time as specified by such Lender the Company shall pay to such Bank such additional amount or amounts as shall will compensate such Bank Lender for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitledreturn. A certificate as to of any such Lender claiming compensation under this Section and setting forth the additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks be paid to it hereunder in reasonable detail shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusivedeemed prima facie correct. In determining such amount, a Bank such Lender may use any reasonable averaging and attribution methods. A Lender shall not be entitled to compensation under this Section with respect to any change, adoption or interpretation (a "Change") for any period prior to the earlier of (i) the date it notifies the Company of the Change or (ii) the date which 30 days prior to the date such Lender obtains actual knowledge of the Change giving rise to the request for compensation if the Company is notified of the Change prior to the lapse of such 30-day period. Each Lender and the Administrative Agent shall use reasonable efforts to minimize the cost imposed on the Company in respect of any such increased capital requirement and shall compute the assessment of any such cost related to such increased capital on a nondiscriminatory basis among the Company, on the one hand, and other borrowers to which it applies, on the other hand, and neither such Lender nor any corporation controlling such Lender nor the Administrative Agent shall be entitled to demand compensation or be compensated for any increased capital requirement from the Company hereunder in excess of the amount so computed.

Capital Adequacy. If any Change in Directives shall impose, modify or deem applicable any capital adequacy or similar requirement (including without limitation a request or requirement which affects after the manner in which date hereof any Bank or the Agent determines that (including a) the L/C Issueradoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) allocates regarding capital resources to its commitments, including its obligations hereunder) and as a result thereof, requirements for banks or bank holding companies or any change in the sole opinion interpretation or application thereof by a 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 law) of any such Bankentity regarding capital adequacy, has the rate effect of reducing the return on such Bank’s capital as a consequence of its obligations hereunder (including 's or the Agent's commitment with respect to L/Cs) is or will be reduced any Revolving Credit Loans to a level below that which such Bank or the Agent could have achieved but for such circumstancesadoption, change or compliance (taking into consideration such Bank's on 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 upon notice to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, pay to such Bank or the Agent may notify the Borrower of such additional fact. To the extent that the amount or amounts as shall compensate such Bank for of such reduction in rate of the return for (i) any Loans that are outstanding under any Interest Period commencing after such Change on capital is not reflected in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to Rate, the period, Borrower and such Bank or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or monthAgent, as the case may be, it shall promptly notifythereafter attempt to negotiate in good faith, through within thirty (30) days of the day on which the Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Bank or the Agent, as the case may be, in light of these circumstances. If the Borrower and each other such Bank or the Agent, as the case may be, are unable to agree to such adjustment within thirty (30) days of the event by reason date on which the Borrower receives such notice, then commencing on the date of which it has become so entitled. A certificate as to such notice (but not earlier than the effective date of any such additional increased capital requirement), the fees payable hereunder shall increase by an amount or amounts submitted by a that will, in such Bank's reasonable determination, through Agent, to Borrower provide adequate compensation. Each Bank and the other Banks Agent shall certify that similar demands have been made to other allocate such cost increases among its customers of such Bank that are subject to provisions similar to this Section 2.7(b) in good faith and shall, in the absence of manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodson an equitable basis.

Capital Adequacy. If any Change in Directives shall impose, modify or deem applicable any Law regarding capital adequacy or similar requirement (including without limitation a liquidity by any Governmental Authority, central bank or comparable agency charged by Applicable Law with the interpretation or administration thereof, or compliance by such Lender or its parent corporation with any request or requirement which affects directive regarding capital adequacy or liquidity (whether or not having the manner in which force of law) of any Bank (including the L/C Issuer) allocates capital resources to its commitmentssuch authority, including its obligations hereunder) and as a result thereofcentral bank, or comparable agency, in each case made subsequent to the sole opinion date hereof, has or would have effect of such Bank, reducing the rate of return on such Bank’s the capital of any Affected Party as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced arising in connection herewith to a level below that which any such Bank Affected Party could have achieved but for such circumstancesintroduction, change, compliance or change (taking into consideration the policies of such Affected Party with respect to capital adequacy or liquidity) by an amount deemed by such Affected Party to be material, then upon notice to 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 through Agent, Borrower shall, subject to clause (c) of this Section 2.7, shall pay directly to such Bank Affected Party such additional amount or amounts as shall will compensate such Bank Affected Party for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effectivereduction. If as a Bank determines that it may result of any event or circumstance similar to those described in Sections 2.11(b) or 2.11(c), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within 30 days following the receipt of written demand by such Affected Party (which written demand shall be entitled accompanied by a statement setting forth the basis for such demand in reasonable detail), the Borrower shall pay to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such Affected Party such additional amount or amounts submitted as may be necessary to reimburse such Affected Party for any amounts actually paid by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusiveit. In determining such amountany amount provided for in this Section 2.11, a Bank 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, which certificate shall be conclusive absent manifest error.

Capital Adequacy. If any Change in Directives shall impose, modify or deem applicable any capital adequacy or similar requirement (including without limitation a request or requirement which affects after the manner in which date hereof any Bank or the Agent determines that (including a) the L/C Issueradoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) allocates regarding capital resources to its commitments, including its obligations hereunder) and as a result thereof, requirements for banks or bank holding companies or any change in the sole opinion interpretation or application thereof by a 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 law) of any such Bankentity regarding capital adequacy, has the rate effect of reducing the return on such Bank’s capital as a consequence of its obligations hereunder (including 's or the Agent's commitment with respect to L/Cs) is or will be reduced any Revolving Credit Loans to a level below that which such Bank or the Agent could have achieved but for such circumstancesadoption, change or compliance (taking into consideration such Bank's or the Agent's then upon notice to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, pay to such Bank such additional amount or amounts as shall compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate existing policies with respect to the period, capital adequacy and assuming full utilization of such entity's capital) by any amount deemed by such Bank or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be) the Agent to be material, it shall promptly notifythen 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 Prime Rate, through Agent, the Borrower and each other such Bank shall thereafter attempt to negotiate in good faith, within thirty (30) days of the event by reason 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 it has become so entitled. A certificate as to the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such additional increased capital requirement), the fees payable hereunder shall increase by an amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shallwill, in the absence of manifest errorsuch Bank's reasonable determination, be final provide adequate compensation. Each Bank shall allocate such cost increases among its customers in good faith and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodson an equitable basis.

Capital Adequacy. If after the date hereof, the adoption of any Change in Directives shall impose, modify or deem applicable any Applicable Law regarding the capital adequacy or similar requirement liquidity of banks or bank holding companies, or any change in Applicable Law (including without limitation a request whether adopted before or requirement which affects after the manner Second Restatement Date) or any change in which the interpretation or administration thereof by any Bank (including Governmental Authority, central bank or comparable agency charged with the L/C Issuer) allocates capital resources to its commitmentsinterpretation or administration thereof, including its obligations hereunder) and as a result thereofany such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, in or compliance by such Lender (or the sole opinion bank holding company of such BankLender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bankany Lender’s capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced the Loans to a level below that which such Bank it could have achieved but for such circumstancesadoption, then change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon notice demand by such Lender, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower through Agentpursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower shall, subject as a result of any event referred to clause (c) in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.72.11, pay no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such Bank increased costs or reductions and of such additional amount Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or amounts as reductions is retroactive, then the six (6) month period referred to above shall compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect be extended to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to include the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodsretroactive effect thereof).

Capital Adequacy. If either (i) the introduction of, or any Change change or phasing in Directives shall imposeof, modify any law or deem applicable regulation or in the interpretation thereof by any Governmental Body charged with the administration thereof or (ii) compliance with any directive, guideline or request from any central bank or Governmental Body (whether or not having the force of law) promulgated or made after the date hereof (but including, in any event, any law, rule, regulation, interpretation, directive, guideline or request contemplated by the report dated July 1988 entitled "International Convergence of Capital Measurement and Capital Standards" issued by the Basle Committee on Banking Regulations and Supervisory Practices) affects or would affect the amount of capital adequacy required or similar requirement (including without limitation expected to be maintained by a request or requirement which affects the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion or any lending office of such Bank) or any corporation directly or indirectly owning or controlling such Bank (or any lending office of such Bank) and such Bank shall have determined that such introduction, change or compliance has or would have the effect of reducing the rate of return on such Bank’s 's capital or the asset value to such Bank of any Loan made by such Bank as a consequence consequence, directly or indirectly, of its obligations to make and maintain the funding of Loans hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank could have achieved but for such circumstancesintroduction, then change or compliance (after taking into account such Bank's policies regarding capital adequacy) by an amount deemed by such Bank to be material, then, upon notice to Borrower through Agentdemand by such Bank, Borrower shall, subject to clause (c) of this Section 2.7, the Company shall promptly pay to such Bank such additional amount or amounts as shall be sufficient to compensate such Bank for such reduction in on the rate of return for (i) any Loans that are outstanding return. Each Bank shall calculate such amount or amounts payable to it under any Interest Period commencing after such Change this paragraph 2.14 in Directives becomes effective, (ii) any Loans bearing interest at a manner consistent with the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month manner in which such Change it shall calculate similar amounts payable to it by other borrowers having provisions in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant their credit agreements comparable to this Section 2.7(b) during paragraph 2.14. Each Bank agrees to provide the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank Company with a certificate setting forth a description of the event by reason any such amount in respect of which it has become so entitledseeks payment under this paragraph 2.14. A certificate as to any Each Bank's determination of such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of will compensate such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of for such reductions shall be presumed correct absent manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methods.

Capital Adequacy. If after the date hereof, the adoption of any Change in Directives shall impose, modify or deem applicable any Applicable Law regarding the capital adequacy or similar requirement liquidity of banks or bank holding companies, or any change in Applicable Law (including without limitation a request whether adopted before or requirement which affects after the manner Effective Date) or any change in which the interpretation or administration thereof by any Bank (including governmental authority, central bank or comparable agency charged with the L/C Issuer) allocates capital resources to its commitmentsinterpretation or administration thereof, including its obligations hereunder) and as a result thereofany such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, in or compliance by such Lender (or the sole opinion bank holding company of such BankLender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bankany Lender’s capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced the Loans and the Commitments to a level below that which such Bank it could have achieved but for such circumstancesadoption, then change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon notice demand by such Lender, the relevant Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the relevant Borrower through Agentpursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the relevant Borrower shall, subject as a result of any event referred to clause (c) in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.72.11, pay no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the relevant Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the relevant Borrower of the circumstances giving rise to such Bank increased costs or reductions and of such additional amount Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or amounts as reductions is retroactive, then the six (6) month period referred to above shall compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect be extended to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to include the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodsretroactive effect thereof).

Capital Adequacy. If any Change Lender shall have determined that the adoption after the Effective Date or effectiveness after the Effective Date (whether or not previously announced) of any applicable law, rule, regulation or treaty regarding capital adequacy, or any change therein after the Effective Date, or any change in Directives shall imposethe interpretation or administration thereof after the Effective Date by any Governmental Authority, modify central bank or deem applicable comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive after the Effective Date regarding capital adequacy (whether or similar requirement (including without limitation a request not having the force of law) of any such Governmental Authority, central bank or requirement which affects comparable agency has or would have the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on the capital of such Bank’s capital Lender or any corporation controlling such Lender as a consequence of its obligations hereunder (including with respect to L/Cs) is hereunder, under the Notes or will be reduced other Obligations held by it to a level below that which such Bank Lender or such corporation could have achieved but for such circumstancesadoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed by such Lender or such corporation to be material, then from time to time, upon notice satisfaction of the conditions precedent set forth in this Section, after demand by such Lender (with a copy to Borrower through Agent) as provided below, Borrower shall, pay (subject to clause (cSections 11.7 and 11.15 hereof) of this Section 2.7, pay to such Bank Lender such additional amount or amounts as shall will compensate such Bank Lender or such corporation for such reduction in rate reduction. The certificate of return for (i) any Loans that are outstanding under any Interest Period commencing after Lender setting forth such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, as shall be necessary to compensate it and the basis thereof and reasons therefor shall be delivered as soon as practicable to Borrower and shall be prima facie evidence of the other Banks correctness thereof. Borrower shall certify that similar demands have been made to other customers pay the amount shown as due on any such certificate within fifteen (15) Business Days after the delivery of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusivecertificate. In determining preparing such amountcertificate, a Bank Lender may employ such assumptions and allocations of costs and expenses as it shall in good xxxxx xxxx reasonable and may use any reasonable averaging and attribution methodsmethod.

Capital Adequacy. If any Change in Directives shall impose, modify or deem applicable any capital adequacy or similar requirement (including without limitation a request or requirement which affects after the manner in which date hereof any Bank or the Agent ---------------- determines that (including i) the L/C Issueradoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) allocates regarding capital resources to its commitments, including its obligations hereunder) and as a result thereof, requirements for banks or bank holding companies or any change in the sole opinion interpretation or application thereof by a court or governmental authority with appropriate jurisdiction, or (ii) 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 law) of any such Bankentity regarding capital adequacy, has the rate effect of reducing the return on such Bank’s capital as a consequence of its obligations hereunder (including 's or the Agent's commitment with respect to L/Cs) is or will be reduced any Loans to a level below that which such Bank or the Agent could have achieved but for such circumstancesadoption, change or compliance (taking into consideration such Bank's or the Agent's then upon notice to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, pay to such Bank such additional amount or amounts as shall compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate existing policies with respect to the period, capital adequacy and assuming full utilization of such entity's capital) by any amount deemed by such Bank or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be) the Agent to be material, it shall promptly notifythen 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, through Agent, the Borrower and each other such Bank shall thereafter attempt to negotiate in good faith, within thirty (30) days of the event by reason 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 it has become so entitled. A certificate as to the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such additional increased capital requirement), the fees payable hereunder shall increase by an amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shallwill, in the absence of manifest errorsuch Bank's reasonable determination, be final provide adequate compensation. Each Bank shall allocate such cost increases among its customers in good faith and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodson an equitable basis.

Capital Adequacy. If after the date hereof, any Change in Directives Lender or Issuing Bank (or any affiliate of the foregoing) shall imposehave reasonably determined that the adoption of any applicable law, modify governmental rule, regulation or deem applicable any order regarding the capital adequacy of banks or similar requirement bank holding companies, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Bank (including without limitation a or any affiliate of the foregoing) with any request or requirement which affects directive regarding capital adequacy (whether or not having the manner in which force of law) of any Bank (including such governmental authority, central bank or comparable agency, has or would have the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Lender's or Issuing Bank’s 's (or any affiliate of the foregoing) capital as a consequence of its obligations such Lender's or Issuing Bank's Commitment or Obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank it could have achieved but for such circumstancesadoption, then 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 adoption, change or compliance and assuming that such Lender's or Issuing Bank's (or any affiliate of the foregoing) capital was fully utilized prior to such adoption, change or compliance), then, upon notice to demand by such Lender or Issuing Bank, the Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, shall immediately pay to such Lender or Issuing Bank such 116 additional amount or amounts as shall be sufficient to compensate such Lender or Issuing Bank for any such reduction in rate actually suffered; provided, however, that there shall be no duplication of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect amounts paid to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts Lender pursuant to this sentence and Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled11.3 hereof. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Lender or Issuing Bank that are subject setting forth the amount to provisions similar be paid to such Lender or Issuing Bank by the Borrower as a result of any event referred to in this Section 2.7(b) and paragraph shall, in the absence of absent manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methods.

Capital Adequacy. If the Bank shall have determined that the ---------------- adoption or phase-in after the date hereof of any Change applicable law, rule or regulation regarding capital requirements for banks or bank holding companies, or any change therein after the date hereof, or any change in Directives shall imposethe interpretation or administration thereof by any governmental authority, modify central bank or deem applicable comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive of such entity regarding capital adequacy (whether or similar requirement (including without limitation a request not having the force of law) has or requirement which affects would have the manner in which any Bank (including effect of reducing the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion of such Bank, the rate of return on such the Bank’s 's capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced any of the Term Loans and/or the within-described term loan facilities and/or any of the other Obligations to a level below that which such the Bank could have achieved (taking into consideration the Bank's policies with respect to capital adequacy immediately before such adoption, phase-in, change or compliance and assuming that the Bank's capital was then fully utilized) but for such circumstancesadoption, then upon phase- in, change or compliance by any amount deemed by the Bank to be material: (i) the Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower; and (ii) the Borrower through Agent, Borrower shall, subject shall pay forthwith to clause (c) of this Section 2.7, pay the Bank as an additional fee such amount as the Bank certifies to such Bank such additional be the amount or amounts as shall that will compensate such Bank it for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after any of Term Loans and/or the end within-described term loan facilities and/or any of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitledObligations. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and of the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to claiming compensation under this Section 2.7(b) and shall, shall be conclusive in the absence of manifest error; provided that the Bank will not claim compensation under this Section unless the Bank is seeking similar compensation generally from other similar borrowers whose loan documents contain similar provisions. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be final paid to it hereunder and conclusivethe method by which such amounts were determined. In determining such amountamounts, a the Bank may use any reasonable averaging and attribution methods. No failure on the part of the Bank to demand compensation on any one occasion shall constitute a waiver of its right to demand such compensation on any other occasion and no failure on the part of the Bank to deliver any certificate in a timely manner shall reduce any obligation of the Borrower to the Bank under this Section.

Capital Adequacy. If In the event that any Change of the Banks shall have determined that the adoption after the Restatement Effective Date of any law, rule or regulation regarding capital and liquidity adequacy, or any change after the Restatement Effective Date therein or in Directives shall impose, modify the interpretation or deem applicable application thereof or compliance by such Bank with any capital adequacy or similar requirement (including without limitation a request or requirement which affects directive regarding capital and liquidity adequacy (whether or not having the manner in which force of law) from any Bank (central bank or Governmental Authority including under Basel III or Xxxx-Xxxxx, does or shall have the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Bank’s capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank could have achieved but for such circumstancesadoption, change or compliance (taking into consideration such Bank’s policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then upon notice after submission by such Bank to Borrower through Agentthe Company of a written request therefor, Borrower shall, subject to clause (c) the amount of this Section 2.7, pay interest payable by the Company to such Bank on each Interest Payment Date shall be increased by such additional amount or amounts (as shall determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank for the portion of such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect allocable to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason respect of which it has become interest is so entitledpaid on such Interest Payment Date. A certificate as to any additional amounts payable pursuant to this Section 2.13, together with a statement by such additional amount or Bank that such amounts have been calculated consistently with amounts calculated and claimed for in the case of other borrowers parties to revolving credit agreements with such Bank, submitted by a such Bank, through the Administrative Agent, to Borrower the Company, shall be conclusive evidence, absent demonstrable error, of the facts stated therein. [[DMS:6095583v3:05/23/2023--01:55 PM]] Notwithstanding the foregoing, the Company shall not be required to compensate a Bank for any increased costs or reductions incurred more than 180 days prior to the date that such Bank notifies the Company of the change in law giving rise to such increased costs or reductions and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject Bank’s intention to provisions similar claim compensation under this Section; provided that, if the change in law giving rise to this Section 2.7(b) and shallsuch increased costs or reductions is retroactive, in then the absence 180-day period referred to above shall be extended to include the period of manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodsretroactive effect thereof.

Capital Adequacy. If any Change change in Directives shall imposeany law, modify or deem applicable enactment of any capital adequacy new law, governmental rule, regulation, policy, guideline or similar requirement (including without limitation directive or the interpretation thereof by a request court or requirement which governmental authority with appropriate jurisdiction affects the manner in which amount of capital required or expected to be maintained by any Bank (including or any corporation controlling such Bank and such Bank determines that the L/C Issuer) allocates amount of capital resources required to its commitments, including its obligations hereunder) and as a result thereof, in be maintained by it is increased by or based upon the sole opinion existence of such Bank's commitment with respect to any Loans or the Bond, and has or would have the effect of reducing the rate of return on such Bank’s 's capital as a consequence of its such Bank's obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank could have achieved but for such circumstances, then upon notice to Borrower through Agent, Borrower shall, subject to clause compliance (c) of this Section 2.7, pay to taking into consideration such Bank such additional amount or amounts as shall compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate Bank's policies with respect to capital adequacy immediately before such compliance by an amount deemed by such Bank to be material, then such Bank or the period, or L/Cs Agent may notify the Obligors of such fact. To the extent that the costs of such increased capital requirements are outstanding, after not reflected in the end of the calendar month in which such Change in Directives becomes effectiveFloating Rate, and without duplication of any payment coming due under SECTION 4.6.3, the Obligors and such Bank or (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be) the Agent shall thereafter attempt to negotiate in good faith, it shall promptly notify, through Agent, Borrower and each other Bank within thirty (30) days of the event by reason day on which the Obligors receive such notice, an adjustment payable hereunder that will adequately compensate such Bank in light of these circumstances. If the Obligors and such Bank or the Agent are unable to agree to such adjustment within thirty (30) days of the date on which it has become so entitled. A certificate as to the Obligors receive such notice, then commencing on the date of such notice (but not earlier than the effective date of any such additional increased capital requirement), the fees payable hereunder shall increase by an amount that will, in such Bank's and the Agent's reasonable determination, provide adequate compensation. Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis. The Obligors may at their option elect to seek a substitute Bank (which may be one or more of the Banks and which shall be reasonably satisfactory to the Banks other than the Bank demanding such compensation) to purchase the portion of the Loans and the Bond then held by, and to assume the commitments hereunder of, such Bank. Until such substitution shall be consummated, the Obligors shall continue to pay to such Bank being replaced any amounts submitted required by a this Credit Agreement, including this SECTION 4.7. Upon any such substitution, the Obligors (or such substitute Bank, through Agent, as applicable) shall pay to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject being replaced all principal, interest and other amounts accrued or owing to provisions similar such Bank hereunder through the date of substitution and such Bank shall cease to this Section 2.7(b) be a party hereto but Obligors shall continue to be bound by, and shallsuch Bank shall be entitled to the benefits of, in all sections hereunder providing indemnifications by Obligors of the absence of manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodsBanks.

Capital Adequacy. If any Change Bank or any Issuing Bank determines in Directives shall impose, modify good faith that compliance with any law or deem applicable regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) implemented or effective after the date of this Agreement affects or would affect the amount of capital adequacy required or similar requirement (including without limitation a request expected to be maintained by such Bank or requirement which affects such Issuing Bank and that the manner in which any Bank (including amount of such capital is increased by or based upon the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion existence of such Bank's commitment to lend or such Issuing Bank's commitment to issue Letters of Credit or any Bank's commitment to risk participate in Letters of Credit and other commitments of this type, then, upon 30 days prior written notice by such Bank or such Issuing Bank (with a copy of any such demand to the Agent), the rate Borrowers shall pay to the Agent for the account of return on such Bank’s capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank could have achieved but for such circumstances, then upon notice to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, pay or to such Bank such additional amount or amounts as shall compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Issuing Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notifyfrom time to time as specified by such Bank or such Issuing Bank, through Agentadditional amounts (without duplication of any other amounts payable in respect of increased costs) sufficient to compensate such Bank or such Issuing Bank, Borrower in light of such circumstances, (i) with respect to such Bank, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank's commitment to lend under this Agreement or its commitment to risk participate in Letters of Credit and each other (ii) with respect to such Issuing Bank, to the extent that such Issuing Bank reasonably determines such increase in capital to be allocable to the issuance or maintenance of the event by reason Letters of which it has become so entitledCredit. A certificate as to any In determining such additional amount or amounts submitted by amounts, each Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Bank's reasonable good faith determination (made in a manner generally consistent with the Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers 's standard practices) of such Bank that are subject to provisions similar to compensation owing under this Section 2.7(b2.9(b) and shall, in the absence of absent manifest error, be final conclusive and conclusivebinding for all purposes. In determining Each Bank, at the time such amountBank demands payment under this Section 2.9(b), shall submit to the Company and the Agent a certificate (A) as to the amount of such additional amounts, (B) detailing the calculation of such additional amounts, and (C) certifying that such Bank may use is generally charging such additional amounts to other similarly situated borrowers under similar credit facilities; provided that, unless such Bank is also demanding compensation generally from other similarly situated borrowers of such Bank under similar credit facilities, the Borrowers shall not be required to compensate such Bank pursuant to this Section 2.9(b) for any reasonable averaging and attribution methodsadditional amounts.

Capital Adequacy. If If, after the date hereof, any Change Bank has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in Directives shall imposethe interpretation or administration thereof by any governmental authority, modify central bank or deem applicable comparable agency charged with the interpretation or administration thereof, or compliance by such Bank with any request or directive regarding capital adequacy (whether or similar requirement (including without limitation a request not having the force of law) of any such authority, central bank or requirement which affects comparable agency, has or would have the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Bank’s 's capital or assets as a consequence of its commitments or obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank could have achieved but for such circumstancesadoption, then effectiveness, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy), then, upon notice to Borrower through Agentfrom such Bank, Borrower shall, subject to clause (c) of this Section 2.7, Xxxxxxx shall pay to such Bank such additional amount or amounts as shall will compensate such Bank for such reduction reduction. Any such Bank shall submit to Xxxxxxx a certificate setting forth in rate reasonable detail the calculation of return such additional amount, together with the basis and method for such calculation, which certificate shall be conclusive and binding on the parties hereto absent manifest error. Notwithstanding the foregoing, Xxxxxxx shall be under no obligation to pay to any Bank any amounts under this Section 2.11 if such Bank shall not have requested payment thereof from Xxxxxxx within one year of the later of (ia) the date of occurrence of the event that forms the basis for such request and (b) the date the Bank becomes aware of such event. Failure on the part of any Loans that are outstanding Bank to demand payment under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate this Section 2.11 with respect to the period, or L/Cs that are outstanding, after the end any period shall not constitute a waiver of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding 's right to demand payment with respect to the period after the end of the calendar month in which such Change in Directives becomes effectiveany other period. If a Bank determines that it may Nothing herein contained shall be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period construed or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate operate as to require any such additional amount Borrower to pay any interest, fees, costs or amounts submitted charges greater than is permitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodsapplicable law.

Capital Adequacy. If after the date hereof, any Change in Directives Bank shall impose, modify or deem applicable have determined that the adoption of any Applicable Law regulating United States banks and regarding the capital adequacy of banks or similar requirement (including without limitation a bank holding companies, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency of the U.S. charged with the interpretation or administration thereof, or compliance by the Bank with any request or requirement which affects directive regarding capital adequacy (whether or not having the manner in which force of law) of any Bank (including such Governmental Authority, central bank or comparable agency, has the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Bank’s 's capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank it could have achieved but for such circumstancesadoption, then upon notice change or compliance (taking into consideration such Bank's policies with respect to Borrower through Agentcapital adequacy immediately before such adoption, Borrower shall, subject to clause (c) of this Section 2.7, pay change or compliance and assuming that such Bank's capital was fully utilized prior to such adoption, change or compliance) by a material amount, then, upon the earlier of demand by such Bank or the Maturity Date, the Borrower agrees to pay immediately to such Bank, such additional amount or amounts as shall be sufficient to compensate such Bank for such reduction reduced return beginning as of the date of written notice to the Borrower described above, together with interest on such amount from the fourth (4th) day after the date of demand or the Maturity Date, as applicable, until payment in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest full thereof at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitledDefault Rate. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject setting forth the amount to provisions similar be paid to such Bank by the Borrower as a result of any event referred to in this Section 2.7(b) and paragraph shall, in the absence of absent manifest error, be final and conclusive. In determining Each Bank agrees that if any amount or any portion of any amount described in this Section is subsequently recovered by such amountBank, a such Bank may use any reasonable averaging shall promptly reimburse the Borrower to the extent of the amount so recovered. A certificate of such Bank setting forth the amount of such recovery and attribution methodsthe basis therefor shall be provided to the Borrower.

Capital Adequacy. If any Change in Directives shall imposeIf, modify or deem applicable any capital adequacy or similar requirement (including without limitation a request or requirement which affects after the manner in which date of this Agreement, any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as or any Issuing Bank shall have determined in good faith that a result thereof, in the sole opinion Regulatory Change affecting such Bank or such Issuing Bank or any Lending Office of such Bank or such Bank’s or such Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Bank’s or such Issuing Bank’s capital or on the capital of such Bank’s or such Issuing 44 Bank’s holding company, if any, as a consequence of its obligations hereunder (including with respect to L/Cs) is this Agreement, the Revolving Credit Commitments of such Bank or will be reduced the Loans made by, or participations in Letters of Credit held by, such Bank, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Bank or such Issuing Bank or such Bank’s or such Issuing Bank’s holding company could have achieved but for such circumstancesRegulatory Change (taking into consideration such Bank’s or such Issuing Bank’s policies and the policies of such Bank’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity), then upon notice from time to time each Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, will pay to such Bank or such additional amount or amounts as shall compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Issuing Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank its Applicable Share of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of as will compensate such Bank that are subject or such Issuing Bank or such Bank’s or such Issuing Bank’s holding company for any such reduction suffered. All determinations made in good faith by such Bank or such Issuing Bank of the additional amount or amounts required to provisions similar to this Section 2.7(b) and shall, compensate such Bank or such Issuing Bank in respect of the foregoing shall be conclusive in the absence of manifest error, be final and conclusive. In determining such amountamount or amounts, a such Bank or such Issuing Bank may use any reasonable averaging and attribution methods. No amount payable pursuant to this Section 2.15 shall be duplicative of any amount payable pursuant to Section 2.13.

Capital Adequacy. If If, after the date hereof, any Change 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 Directives shall imposethe interpretation or administration of, modify any applicable law, rule or deem applicable regulation regarding capital adequacy, or compliance by such Lender, or its parent corporation, with any request or directive regarding capital adequacy (whether or similar requirement (including without limitation a request not having the force of law) of any such authority, central bank or requirement which affects comparable agency, has or would have the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Bank’s Lender's (or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank Lender, or its parent corporation, could have achieved but for such circumstancesadoption, then effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice from such Lender to Borrower through Agentthe Borrowers, Borrower shall, subject the Borrowers shall (only to clause (cthe extent that the amount of such reduction in the rate of return is not reflected in the Base Rate) of this Section 2.7, be obligated to pay to such Bank Lender such additional amount or amounts as shall will compensate such Bank Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such reduction in rate reduction. Each reasonable determination by any such Lender of return for (i) any Loans that are outstanding amounts owing under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of absent manifest error, be final conclusive and conclusivebinding on the parties hereto; provided, however, that each Lender agrees to allocate such cost increases among its customers in good faith and on an equitable basis. In determining such amount, a Bank may use any reasonable averaging This covenant shall survive the termination of this Credit Agreement and attribution methodsthe payment of the Loans and all other amounts payable hereunder.

Capital Adequacy. If any Change in Directives shall imposeBank shall, modify or deem applicable at any time, reasonably determine that (a) the adoption (i) after the date of this Agreement, of any capital adequacy guidelines or similar requirement (including without limitation a ii) at any time, of any other applicable law, government rule, regulation or order regarding capital adequacy of banks or bank holding companies, (b) any change in (i) any of the foregoing or (ii) the interpretation or administration of any of the foregoing by any Governmental Authority, central bank or comparable agency or (c) compliance with any policy, guideline, directive or request regarding capital adequacy (whether or requirement which affects not having the manner in which force of law and whether or not failure to comply therewith would be unlawful) of any Bank (including Governmental Authority, central bank or comparable agency, would have the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on the capital of such Bank’s capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced Bank to a level below that which such Bank could have achieved but for such circumstancesadoption, change or compliance (taking into consideration the policies of such Bank with respect to capital adequacy in effect immediately before such adoption, change or compliance) and (x) such reduction is as a consequence of the Commitment of, or the making, converting or continuing of any Loans by, such Bank hereunder and (y) such reduction is reasonably deemed by such Bank to be material, then upon notice (1) such Bank shall deliver to the Borrower through Agentand the Administrative Agent a certificate stating the reduction in the rate of return such Bank will in the future suffer as a result of its Commitment or the making, converting or continuing any Loans by it to the Borrower hereunder and (2) the Borrower shall, subject to clause within 30 days after its receipt of such certificate, at its sole option, either (cA) of this Section 2.7, pay to the Administrative Agent for the account of such Bank from time to time as specified by such Bank such additional amount or amounts as shall be sufficient to compensate such Bank for such reduced return, or (B) replace such Bank in accordance with the provisions of Section 4.10; provided, however, that if the Borrower does not exercise the option specified in clause (B) above within 30 days after receipt of the certificate referred to above, then (1) such Bank shall deliver to the Borrower and the Administrative Agent a second certificate stating the reduction in the rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject and (2) the Borrower shall promptly pay, as specified by such Bank, to the Administrative Agent for the account of such Bank amounts sufficient to compensate such Bank for the reduction in its rate of return. The amount stated in any certificate delivered to the Borrower pursuant to the provisions similar to of this Section 2.7(b) 4.7 shall be conclusive and shallbinding for all purposes, in the absence of absent manifest error, be final and conclusive. In determining any such amount, a such Bank may use any reasonable averaging and attribution methods. The payments required under this Section 4.7 are in addition to any other payments and indemnities required hereunder.

Capital Adequacy. If either (i) the introduction of, ---------------- or any Change change or phasing in Directives shall imposeof, modify any law or deem applicable regulation or in the interpretation thereof by any Governmental Body charged with the administration thereof or (ii) compliance with any directive, guideline or request from any central bank or Governmental Body (whether or not having the force of law) promulgated or made after the date hereof (but including, in any event, any law, rule, regulation, interpretation, directive, guideline or request contemplated by the report dated July 1988 entitled "International Convergence of Capital Measurement and Capital Standards" issued by the Basle Committee on Banking Regulations and Supervisory Practices) affects or would affect the amount of capital adequacy required or similar requirement (including without limitation expected to be maintained by a request or requirement which affects the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion or any lending office of such Bank) or any corporation directly or indirectly owning or controlling such Bank (or any lending office of such Bank) and such Bank shall have determined that such introduction, change or compliance has or would have the effect of reducing the rate of return on such Bank’s 's capital or the asset value to such Bank of any Loan made by such Bank as a consequence consequence, directly or indirectly, of its obligations to make and maintain the funding of Loans hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank could have achieved but for such circumstancesintroduction, then change or compliance (after taking into account such Bank's policies regarding capital adequacy) by an amount deemed by such Bank to be material then, upon notice to Borrower through Agentdemand by such Bank, Borrower shall, subject to clause (c) of this Section 2.7, the Company shall promptly pay to such Bank such additional amount or amounts amount as shall be sufficient to compensate such Bank for such reduction in on the rate of return for (i) any Loans that are outstanding return. Each Bank shall calculate such amount or amounts payable to it under any Interest Period commencing after such Change this paragraph 2.14 in Directives becomes effective, (ii) any Loans bearing interest at a manner consistent with the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month manner in which such Change it shall calculate similar amounts payable to it by other borrowers having provisions in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant their credit agreements comparable to this Section 2.7(b) during paragraph 2.14. Each Bank agrees to provide the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank Company with a certificate setting forth a description of the event by reason any such amount in respect of which it has become so entitledseeks payment under this paragraph 2.14. A certificate as to any Each Bank's determination of such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of will compensate such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of for such reductions shall be presumed correct absent manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methods.1.2

Capital Adequacy. If after the date hereof any Change Lender determines that (a) the adoption of or change in Directives shall imposeany law, modify rule, regulation or deem applicable guideline regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by any governmental authority charged with the administration thereof, or (b) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy or similar requirement (including without limitation a any amendment or change in interpretation of any existing guideline, request or requirement which affects directive (whether or not having the manner in which any Bank (including force of law), has the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in effect of reducing the sole opinion of such Bank, the rate of return on such BankLender’s or such holding company’s capital as a consequence of its obligations such Lender’s commitment to make Loans hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank Lender or holding company could have achieved but for such circumstancesadoption, change or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then upon notice such Lender may notify Borrower thereof. The Borrower agrees to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, pay to such Bank such additional Lender the amount or amounts as shall compensate such Bank for of such reduction in rate the return on capital as and when such reduction is determined upon presentation by such Lender of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end a statement of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of amount setting forth the affected BankLender’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusivecalculation thereof. In determining such amount, a Bank such Lender may use any reasonable averaging and attribution methods. Notwithstanding the foregoing, Borrower shall have the right, in lieu of making the payment referred to in this §4.8, to prepay the Loan of the applicable Lender within forty-five (45) days of such demand for payment and avoid the payment of the amounts otherwise due under this §4.8, provided, however, that Borrower shall be required to pay, together with such prepayment of the Loan, all other costs, damages and expenses otherwise due under this Agreement as a result of such prepayment.

Capital Adequacy. If any Change Bank shall determine that the ---------------- applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other applicable law, rule, regulation or guideline regarding capital adequacy, or any change in Directives shall imposethe foregoing or in the enforcement, modify interpretation or deem applicable administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, or compliance by such Bank or any Person controlling such Bank (a "Parent") with any request or ------ directive regarding capital adequacy (whether or similar requirement (including without limitation a request not having the force of law) of any such Governmental Authority, has or requirement which affects would have the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on capital of such Bank’s capital Bank or its Parent as a consequence of its such Bank's obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank (or its Parent) could have achieved but for such circumstancesapplicability, adoption, change or compliance (taking into consideration the policies of such Bank (or its Parent) with respect to capital adequacy) by an amount reasonably deemed by such Bank to be material, then upon notice from time to Borrower through Agenttime, Borrower shallwithin the second Business Day after demand by such Bank, subject to clause (c) of this Section 2.7, the Borrowers shall pay to such Bank such additional amount or amounts as shall will compensate such Bank for such reduction in the rate of return for (i) any Loans that are outstanding under any Interest Period commencing return, together with interest on each such amount from the thirtieth day after such Change demand until payment in Directives becomes effective, full thereof (iias well after as before judgement) any Loans bearing interest at the Base Rate with respect to the periodPost-Default Rate. A statement of such Bank, or L/Cs that are outstandingin reasonable detail, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to claiming compensation under this Section 2.7(b) during 3.12 and setting forth the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by to be paid to it hereunder shall be conclusive absent manifest error; provided that the determination thereof is made on a Bankreasonable basis and -------- provided, through Agentfurther, that the Borrowers shall not be obligated to Borrower compensate any -------- ------- Bank for any such reduction occurring more than 30 days prior to the time the Bank first notifies the Borrowers of such adoption, implementation, charge or compliance, and provided further that in administering this Section each Bank shall not single out the other Banks Borrowers for different treatment but shall certify that similar demands have been made to deal with them on the same basis as the Bank deals with its other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusivegenerally. In determining such amount, a such Bank may use any reasonable averaging and attribution methods.

Capital Adequacy. If If, after the date of this Agreement, the Bank shall have determined that the adoption or implementation of any Change applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in Directives shall imposethe interpretation or administration thereof by any governmental authority, modify central bank or deem applicable comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive regarding capital adequacy (whether or similar requirement (including without limitation a request not having the force of law) of any such authority, central bank or requirement which affects comparable agency, has the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such the Bank’s capital 's capital, on this credit facility or otherwise, as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced and under the Letter of Credit to a level below that which such the Bank could have achieved but for such circumstancesadoption, change or compliance (taking into consideration the Bank's policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time, promptly upon notice demand by the Bank, the Company hereby agrees to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, pay to such the Bank such additional amount or amounts as shall will compensate such the Bank for such reduction in rate reduction. A certificate of return the Bank claiming compensation under this subsection and setting forth the additional amount or amounts to be paid to it hereunder, setting forth the reason for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effectivecompensation and the methodology for computation of the amount due, (ii) any Loans bearing interest at the Base Rate with respect shall be conclusive absent manifest error and notice shall be furnished to the period, or L/Cs that are outstanding, after the end Company at least thirty (30) days prior to any adjustment of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts 's compensation pursuant to this Section 2.7(b) during the next succeeding Interest Period or month2F, as the case may be, it and no such adjustment shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it take effect until such thirty-day period has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusiveexpired. In determining any such amount, a the Bank may use any reasonable averaging and attribution methods.

Capital Adequacy. If after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any Change in Directives shall imposeLaw (whether adopted before or after the Closing Date) or any change in the interpretation or administration thereof by any Governmental Entity, modify central bank or deem applicable comparable agency charged with the interpretation or administration thereof, or compliance by any such Lender with any directive regarding capital adequacy or similar requirement liquidity (including without limitation a request whether or requirement which affects not having the manner in which force of law) of any Bank (including such Governmental Entity, central bank or comparable agency, has or would have the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Bankany Lender’s capital or requiring the maintenance of additional liquidity (or that of its parent company) as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced the Loans, the Revolving Commitment, Swing Line Commitment and the Incremental Facility Commitment, to a level below that which such Bank it could have achieved but for such circumstancesadoption, then change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy and liquidity immediately before such adoption, change, Change in Law or compliance) by an amount reasonably deemed by such Lender, in good faith to be material, then, upon notice to the earlier of ten (10) Business Days after demand by such Lender or the Maturity Date, the Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, shall promptly pay to such Bank Lender such additional amount or amounts as shall be sufficient to compensate such Bank Lender for such reduction reduced return, together with interest on such amount from the tenth (10th) Business Day after the date of demand or the applicable Maturity Date, until payment in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effectivefull thereof, (ii) any Loans bearing interest at the Base Rate with respect Basis. Before giving any notice to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts Administrative Agent pursuant to this Section 2.7(b2.13, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the sole reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Notwithstanding the foregoing, the Borrower shall only be obligated to compensate such Lender for any amount under this subsection arising or occurring at any time (a) (i) in the case of each such request for compensation, during the period commencing not more than ninety (90) days prior to the date on which such Lender submits such request and (ii) during the next succeeding Interest Period or monthwhich, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank because of the event by reason unannounced retroactive application of which it has become so entitledsuch law, regulation, interpretation, request or directive, such Lender could not have known that the resulting reduction in return might arise and (b) such Lender is imposing additional amounts as described under this Section 2.13 on other similarly situated borrowers. A certificate as of such Lender delivered to any such additional amount or amounts submitted by a Bank, through Agent, to the Borrower and the other Banks Administrative Agent setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of be presumptively correct absent manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methods.

Capital Adequacy. If a Bank (hereinafter an "AFFECTED BANK") shall have determined that the adoption, after the date hereof, of any Change in Directives shall imposeapplicable law, modify rule or deem applicable regulation regarding capital adequacy, or any change therein, by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank with any request or directive regarding capital adequacy (whether or similar requirement (including without limitation a request not having the force of law) of any such authority, central bank or requirement which comparable agency, affects or would affect the manner in which amount of capital required or expected to be maintained by such Bank or any corporation controlling such Bank (including and that the L/C Issuer) allocates amount of such capital resources to its commitments, including its obligations hereunder) and as a result thereof, in is increased by or based upon the sole opinion existence of such Bank's commitment to lend hereunder and other commitments of this type, then, upon demand by such Affected Bank (with a copy of such demand to the Agent), the rate Company shall immediately pay to the Agent for the account of return on such Affected Bank’s capital , from time to time as a consequence specified by such Affected Bank, additional amounts sufficient to compensate such Affected Bank or such corporation in the light of its obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank could have achieved but for such circumstances, then upon notice to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, pay to such Bank such additional amount or amounts as shall compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs extent that are outstanding, after the end of the calendar month such Affected Bank reasonably determines such increase in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect capital to be allocable to the period after the end existence of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitledAffected Bank's Commitment. A certificate as to any such additional amount or amounts submitted to the Company and the Agent by a such Affected Bank, through Agentdescribing in reasonable detail the manner in which such amounts have been calculated, to Borrower shall be conclusive and binding for all purposes, absent manifest error, provided that the other Banks determination and allocation thereof shall certify that similar demands have been made by such Affected Bank in good faith. Notwithstanding the foregoing, no Affected Bank shall be entitled to other customers of such Bank that are subject to provisions similar demand compensation or be compensated pursuant to this Section 2.7(b1.08(d) to the extent that such compensation relates to any period of time more than 60 days prior to the date upon which such Affected Bank first notified the Company of the occurrence of the event entitling such Affected Bank to such compensation (unless, and shallto the extent, in that any such compensation so demanded shall relate to the absence retroactive application of manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodsevent so notified to the Company).

Capital Adequacy. If any Change Bank determines at any time ---------------- that any applicable law or governmental rule, regulation, order or request (whether or not having the force of law) concerning capital adequacy, or any change in Directives shall imposeinterpretation or administration thereof by any governmental authority, modify central bank or deem applicable any comparable agency, will have the effect of increasing the amount of capital adequacy required or similar requirement (including without limitation a request expected to be maintained by such Bank based on the existence of its Commitment and/or Contingent Commitment hereunder or requirement which affects the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and , then the Borrower shall pay to such Bank, upon its written demand therefor, such additional amounts as shall be required to compensate such Bank for the increased cost to such Bank as a result thereof, in the sole opinion of such Bankincrease of capital; provided, however, that the rate of return on such Bank’s capital as a consequence of its obligations hereunder (including with respect Borrower shall be required to L/Cs) is or will be reduced to a level below that which such Bank could have achieved but for such circumstances, then upon notice to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, pay to such Bank only such additional amount or amounts as shall be required to compensate such Bank for such reduction increased cost as shall accrue from and after the date of demand by such Bank. In determining such additional amounts, such Bank will act reasonably and in rate good faith and will use averaging and attribution methods which are reasonable, provided that such Bank's determination of return for compensation owing under this Section 2.07 shall: (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effectiveabsent manifest error, be final and conclusive and binding on all the parties hereto and (ii) any Loans bearing interest at the Base Rate with respect be subject to the periodproviso in the preceding sentence. Each Bank, or L/Cs upon determining that are outstandingany additional amounts will be payable pursuant to this Section 2.07, after will give prompt written notice thereof to the end 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 of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect Borrower's obligations to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any pay additional amounts pursuant to this Section 2.7(b) during 2.07, provided that the next succeeding Interest Period or month, as the case may be, it Borrower shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as not be required to pay any such amounts until it receives written notice from a Bank in accordance with this Section 2.07. Notwithstanding anything herein to the contrary, the Borrower shall have the right to unilaterally terminate the Commitment and/or Contingent Commitment of any Bank demanding additional amount or amounts submitted by a Bank, through Agent, under this Section 2.07 sixty (60) days after providing to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and a notice of termination. The Borrower shall, in concurrent with such termination, pay to such Bank the absence of manifest error, be final and conclusive. In determining such aggregate amount, a if any at such time, payable by the Borrower to such Bank may use any reasonable averaging and attribution methodsunder this Agreement.

Capital Adequacy. If If, after the date of this Agreement, Lender shall have determined in good faith that the adoption after the date of this Agreement of any Change applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in Directives shall imposethe interpretation or administration thereof by any governmental or regulatory authority, modify central bank or deem applicable comparable agency charged with the interpretation or administration thereof, or compliance by Lender with any request or directive regarding capital adequacy (whether or similar requirement (including without limitation a request not having the force of law) of any such authority, central bank or requirement which affects comparable agency, has or will have the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Bank’s Lender's capital as a consequence in respect of its obligations hereunder (including with respect to L/Cs) is or will be reduced under this Agreement to a level below that which such Bank Lender could have achieved but for such circumstancesadoption, change or compliance (taking into consideration Lender's policies with respect to capital adequacy), then upon notice from time to time to the extent not already reflected in the Prime Rate Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, shall pay to such Bank Lender after demand such additional amount or amounts as shall will compensate such Bank Lender for such reduction reduction. All determinations made in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end good faith by Lender of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, required to Borrower and compensate Lender in respect of the other Banks foregoing shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, be conclusive in the absence of manifest error, be final and conclusive. In determining such amountamount or amounts, a Bank Lender may use any reasonable averaging and attribution methods. Lender's claim for reimbursement or compensation under this Section 2.09 shall be in writing and shall set forth in reasonable detail Lender's calculation of the amount payable to Lender hereunder. Notwithstanding the foregoing, Lender may not seek compensation or reimburesement for amounts attributable to the period more than one (1) year prior to the date of demand.

Capital Adequacy. If If, after the date of this Agreement, any Change Lender shall have determined in Directives shall imposegood faith that the adoption of any Regulatory Change, modify has or deem applicable any capital adequacy or similar requirement (including without limitation a request or requirement which affects will have the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Bank’s Lender's capital as a consequence in respect of its obligations hereunder (including with respect to L/Cs) is or will be reduced under this Agreement to a level below that which such Bank Lender could have achieved but for such circumstancesRegulatory Change (taking into consideration such Lender's policies with respect to capital adequacy), then upon notice from time to time Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, shall pay to such Bank Lender after demand such additional amount or amounts as shall will compensate such Bank Lender for such reduction reduction. All determinations made in rate good faith by such Lender of return the additional amount or amounts required to compensate such Lender in respect of the foregoing shall be conclusive in the absence of demonstrable error. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Within 30 days after Borrower’s receipt of the certificate referred to in the next sentence, Borrower shall pay to the applicable Lender such additional amount or amounts as will compensate such Lender for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effectivereduction; provided that, (ii) any Loans bearing interest at the Base Rate no such amounts shall be payable with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which reductions incurred more than three (3) months before such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effectiveLender demands compensation under this Section 2.15. If a Bank determines that it may be any Lender becomes entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be2.15, it shall promptly notify, through Agent, submit to Borrower and each other Bank a certificate certifying (a) that one of the event by reason events described in this Section 2.15 has occurred and describing in reasonable detail the nature of which it has become so entitled. A certificate such event, (b) as to any the reduction resulting from such event, (c) as to the good faith basis therefor, and (d) as to the additional amount demanded by such Lender, in reasonable detail the calculations used by Lender to arrive at the amount or amounts submitted claimed to be due. Each determination by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers Lender of such Bank that are subject to provisions similar to amounts owing under this Section 2.7(b) and shall, in 2.15 shall be rebuttably presumptive evidence of the absence matters set forth therein. No demand for payment under this Section 2.15 shall be made unless such Lender shall make comparable demands of manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodsother similarly situated borrowers.

Capital Adequacy. If any Change Bank shall determine that any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in Directives shall imposethe interpretation or administration thereof by any governmental authority, modify central bank or deem applicable comparable agency charged with the interpretation or administration thereof or compliance by such Bank (or its lending office) with any request or directive regarding capital adequacy (whether or similar requirement (including without limitation a request not having the force of law) of any such authority, central bank or requirement which affects comparable agency, has or would have the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Bank’s 's capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced the Letters of Credit or credit extended by it hereunder to a level below that which such Bank could have achieved but for such circumstanceslaw, rule, regulation, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then upon notice from time to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, pay to time as specified by such Bank the Company shall pay such additional amount or amounts as shall will compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitledreturn. A certificate as to of any such Bank claiming compensation under this Section and setting forth the additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks be paid to it hereunder in reasonable detail shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusivedeemed PRIMA FACIE correct. In determining such amount, a such Bank may use any reasonable averaging and attribution methods. A Bank shall not be entitled to compensation under this Section with respect to any change, adoption or interpretation (a "CHANGE") for any period prior to the earlier of (i) the date it notifies the Company of the Change or (ii) the date which thirty (30) days prior to the date such Bank obtains actual knowledge of the Change giving rise to the request for compensation if the Company is notified of the Change prior to the lapse of such 30-day period. Each Bank and the Agent shall use reasonable efforts to minimize the cost imposed on the Company in respect of any such increased capital requirement and shall compute the assessment of any such cost related to such increased capital on a nondiscriminatory basis among the Company, on the one hand, and other borrowers to which it applies, on the other hand, and neither such Bank nor any corporation controlling such Bank nor the Agent shall be entitled to demand compensation or be compensated for any increased capital requirement from the Company hereunder in excess of the amount so computed.

Capital Adequacy. If any In the event that a Regulatory Change in Directives does or shall impose, modify or deem applicable any capital adequacy or similar requirement (including without limitation a request or requirement which affects have the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Bank’s 's capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank could have achieved but for such circumstancesadoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then upon notice from time to time, ten (10) days after submission by such Bank to the Borrower through (with a copy to the Agent, Borrower shall, subject to clause (c) of this Section 2.7a 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 Bank's treatment of other similar customers having similar provisions generally in their agreements with such Bank, 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 Bank such additional amount or amounts as shall will compensate such Bank for such reduction in rate 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 return such Bank's business, whether or not the Bank is entitled to compensation with respect thereto. Notwithstanding the foregoing, the Borrower shall only be obligated to compensate such Bank for any amount under this subsection arising or occurring during (i) in the case of each such request for compensation, any Loans that are outstanding under any Interest Period time or period commencing after not more than sixty (60) days prior to the date on which such Change in Directives becomes effective, Bank submits such request and (ii) any Loans bearing interest at the Base Rate with respect to the periodother time or period during which, or L/Cs that are outstanding, after the end because of the calendar month unannounced retroactive application of such law, regulation, interpretation, request or directive, such Bank could not have known that the resulting reduction in which such Change in Directives becomes effective, and (iii) any portion of return might arise. Each Bank will notify the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines Borrower that it may be is entitled to claim any additional amounts compensation pursuant to this Section 2.7(b) during subsection as promptly as practicable after it determines to request such compensation; provided, however, that the next succeeding Interest Period or month, as failure to provide such notice shall not restrict the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers ability of such Bank that are subject to provisions similar to be reimbursed under this Section 2.7(b2.12 except as provided in clause (i) and shall, in the absence of manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodsabove.

Capital Adequacy. If If, after the Agreement Date, any Change in Directives Lender or Issuing Bank (or any Affiliate of the foregoing) shall imposehave reasonably determined that the adoption of any Applicable Law, modify governmental rule, regulation or deem applicable any order regarding the capital adequacy of banks or similar requirement bank holding companies, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Bank (including without limitation a or any Affiliate of the foregoing) with any request or requirement which affects directive regarding capital adequacy (whether or not having the manner in which force of law) of any Bank such Governmental Authority, central bank or comparable agency (including but only if such adoption, change, request or directive occurs after the L/C Issuer) allocates capital resources to its commitmentsAgreement Date), including its obligations hereunder) and as a result thereof, in has or would have the sole opinion effect of such Bank, reducing the rate of return on such Lender’s or Issuing Bank’s (or any Affiliate of the foregoing) capital as a consequence of its such Lender’s or Issuing Bank’s Revolving Loan Commitment or obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank it could have achieved but for such circumstancesadoption, then 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 adoption, change or compliance and assuming that such Lender’s or Issuing Bank’s (or any Affiliate of the foregoing) capital was fully utilized prior to such adoption, change or compliance), then, promptly upon notice to Borrower through Agentdemand by such Lender or Issuing Bank, Borrower shall, subject to clause (c) of this Section 2.7, the Borrowers shall immediately pay to such Lender or Issuing Bank such additional amount or amounts as shall be sufficient to compensate such Lender or Issuing Bank for any such reduction in rate actually suffered; provided that there shall be no duplication of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect amounts paid to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts Lender pursuant to this sentence and Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled12.3. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Lender or Issuing Bank that are subject setting forth the amount to provisions similar be paid to such Lender or Issuing Bank by the Borrowers as a result of any event referred to in this Section 2.7(b) and shall, in the absence of absent manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methods.

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 (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs that it determines are attributable to the maintenance by such Bank (or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change in Directives shall impose, modify or deem applicable (ii) implementing at the national level any risk-based capital adequacy guideline or similar other requirement (including 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 a request or requirement which affects limitation, the manner in which any Bank Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (including the L/C Issuer) allocates capital resources to its commitments12 CFR Part 208, including its obligations hereunderAppendix A; 12 CFR Part 225, Appendix A) and as a result thereofthe Final Risk-Based Capital Guxxxxxxxx xx xxx Xxxxxx xx xhe Comptroller of the Currency (12 CFR Part 3, Appendix A)), of capital in the sole opinion respect of its Commitment, Loans or participation in Letters of Credit (such Bankcompensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank’s capital as a consequence of its obligations hereunder Bank (including with respect to L/Csor such bank holding company) is or will be reduced to a level below that which such Bank (or such bank holding company) could have achieved but for such circumstanceslaw, then upon notice regulation, interpretation, directive or request). Simultaneously with such Bank's request for any such amount, the Bank shall submit to the Borrower through Agent, Borrower shall, subject to clause (c) a certificate in reasonable detail of such Bank setting forth the basis for the determination of such amount payable under this Section 5.4. Determinations by each Bank for purposes of this Section 2.7, pay to such Bank such additional amount or amounts as 5.4 shall compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, conclusive in the absence of manifest error, be final and conclusive. In determining such amountamounts, a Bank the Banks may use any reasonable averaging averaging, attribution and attribution allocation methods. For purposes of this Section 5.4, "Regulatory Change" shall mean, with respect to any Bank, any change after the date of this Agreement in Federal, state or foreign law or regulations (including, without limitation, Regulation D) or the adoption or making after such date of any 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 Bank 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 unlawful) by any court or governmental or monetary authority charged with the interpretation or administration thereof. For purposes of this Section 5.4, "Basle Accord" shall mean the proposals for risk-based capital framework described by the Basle Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" date July 1988, as amended, modified and supplemented and in effect from time to time or any replacement thereof.

Capital Adequacy. If If, after the date of this Agreement, any Change Purchaser shall have determined that the adoption of any Applicable Law, rule or regulation regarding capital adequacy, or any change therein, or any change in Directives shall imposethe interpretation or administration thereof by any governmental authority, modify central bank or deem applicable comparable agency charged with the interpretation or administration thereof, or compliance by any Purchaser with any request or directive regarding capital adequacy (whether or similar requirement (including without limitation a request not having the force of law) of any such authority, central bank or requirement which affects comparable agency, has or would have the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Bank’s Purchaser's capital (whether on this credit facility or otherwise) as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank the Purchaser could have achieved but for such circumstancesadoption, change or compliance (taking into consideration the Purchaser's policies with respect to capital adequacy) by an amount deemed by such Purchaser to be material, then from time to time, promptly upon notice to Borrower through Agentdemand by such Purchaser, Borrower shall, subject to clause (c) of this Section 2.7, the Company shall pay to such Bank Purchaser such additional amount or amounts as shall will compensate such Bank Purchaser for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitledreduction. A certificate as to any of such Purchaser claiming compensation under this Section and setting forth the additional amount or amounts submitted by a Bank, through Agent, to Borrower and be paid to it hereunder shall be PRIMA FACIE evidence of the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusivematters contained therein. In determining any such amount, a Bank such Purchaser may use any reasonable averaging and attribution methods. The Purchaser agrees to make reasonable efforts to allocate any such cost increase among its similarly situated customers in good faith and on an equitable basis; provided, however, that such Purchaser shall not be entitled to such amounts unless similar assessments are generally imposed by such Purchaser on other borrowers of such Purchaser that Purchaser determines to be comparable to the Company.

Capital Adequacy. If If, after the date hereof, any Change in Directives Credit Facility Lender (or any Affiliate of any Credit Facility Lender) shall imposehave reasonably determined that the adoption of any Applicable Law, modify governmental rule, regulation or deem applicable any order regarding the capital adequacy of banks or similar requirement bank holding companies, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Credit Facility Lender (including without limitation a or any Affiliate of any Credit Facility Lender) with any request or requirement which affects directive regarding capital adequacy (whether or not having the manner in which force of law) of any Bank (including such Governmental Authority, central bank or comparable agency, has or would have the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Bank’s the capital of Credit Facility Lender (or any Affiliate of Credit Facility Lender) as a consequence of its any of such Credit Facility Lender’s obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank it could have achieved but for such circumstancesadoption, then 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 Credit Facility Lender) was fully utilized prior to such adoption, change or compliance), then, upon notice to Borrower through Agentdemand by such Credit Facility Lender, Borrower shall, subject to clause (c) of this Section 2.7, shall immediately pay to such Bank lender such additional amount or amounts as shall be sufficient to compensate such Bank lender for any such reduction in rate actually suffered; provided, that there shall be no duplication of return for (i) amounts paid to any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts Credit Facility Lender pursuant to this sentence and Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank 15.1. Such Credit Facility Lender’s determination of the amount to be paid to such lender by Borrower as a result of any event by reason of which it has become so entitled. A certificate as referred to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to in this Section 2.7(b) and 15.2 shall, in the absence of absent manifest error, be final deemed final, binding and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodsconclusive upon Borrower.

Capital Adequacy. If after the date hereofRestatement Effective Date, the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any Change in Directives shall imposeLaw (whether adopted before or after the ClosingRestatement Effective Date) or any change in the interpretation or administration thereof by any Governmental Entity, modify central bank or deem applicable comparable agency charged with the interpretation or administration thereof, or compliance by any such Lender with any directive regarding capital adequacy or similar requirement liquidity (including without limitation a request whether or requirement which affects not having the manner in which force of law) of any Bank (including such Governmental Entity, central bank or comparable agency, has or would have the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Bankany Lender’s capital or requiring the maintenance of additional liquidity (or that of its parent company) as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced the Loans, the Revolving Commitment, Swing Line Commitment and the Incremental Facility Commitment, to a level below that which such Bank it could have achieved but for such circumstancesadoption, then change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy and liquidity immediately before such adoption, change, Change in Law or compliance) by an amount reasonably deemed by such Lender, in good faith to be material, then, upon notice to the earlier of ten (10) Business Days after demand by such Lender or the Maturity Date, the Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, shall promptly pay to such Bank Lender such additional amount or amounts as shall be sufficient to compensate such Bank Lender for such reduction reduced return, together with interest on such amount from the tenth (10th) Business Day after the date of demand or the applicable Maturity Date, until payment in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effectivefull thereof, (ii) any Loans bearing interest at the Base Rate with respect Basis. Before giving any notice to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts Administrative Agent pursuant to this Section 2.7(b2.13, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the sole reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Notwithstanding the foregoing, the Borrower shall only be obligated to compensate such Lender for any amount under this subsection arising or occurring at any time (a) (i) in the case of each such request for compensation, during the period commencing not more than ninety (90) days prior to the date on which such Lender submits such request and (ii) during the next succeeding Interest Period or monthwhich, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank because of the event by reason unannounced retroactive application of which it has become so entitledsuch law, regulation, interpretation, request or directive, such Lender could not have known that the resulting reduction in return might arise and (b) such Lender is imposing additional amounts as described under this Section 2.13 on other similarly situated borrowers. A certificate as of such Lender delivered to any such additional amount or amounts submitted by a Bank, through Agent, to the Borrower and the other Banks Administrative Agent setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of be presumptively correct absent manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methods.

Capital Adequacy. If any Change Bank shall have determined that, after the date hereof, the adoption of any applicable Law, rule or regulation regarding capital adequacy, or any change therein, or any change in Directives shall imposethe interpretation or administration thereof by any Governmental Authority, modify central bank or deem applicable comparable agency charged with the interpretation or administration thereof, or the compliance of such Bank with, or any request or directive regarding capital adequacy (whether or similar requirement (including without limitation a request not having the force of law) of any such Governmental Authority, central bank or requirement which affects comparable agency, has or would have the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on capital of such Bank’s capital Bank (or its Parent) as a consequence of its such Bank's obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank (or its Parent) could have achieved but for such circumstancesadoption, change, or compliance (taking into consideration its policies with respect to capital adequacy existing on the date of this Agreement) by an amount deemed by such Bank to be material, then upon notice from time to Borrower through time, within fifteen (15) days after demand by such Bank (with a copy to Administrative Agent), Borrower shall, subject to clause (c) of this Section 2.7, shall pay to such Bank such additional amount or amounts as shall will compensate such Bank (or its Parent) for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitledreduction. A certificate as to of any such additional amount or amounts submitted by a BankBank claiming compensation under this Section, through Agentsetting forth in reasonable detail the basis therefor, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, be conclusive in the absence of manifest error. However, be final to the extent capital costs relate to a Bank's loans in general and conclusive. In determining not specifically to a Loan hereunder, such amount, a Bank may shall use any reasonable averaging and attribution methods. In addition, each Bank 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 lending office of such Bank if (1) as a result thereof the additional money that would otherwise be required to be paid in respect of such Advances would be reduced, and (2) the making, funding or maintaining of such Advances through such other lending office would not adversely affect such Advances or such Bank. Finally, if a Bank is to require Borrower to make payments under this Section then Bank must make a demand on Borrower to make such payment within ninety (90) days of the later of (1) the date on which such capital costs are actually incurred by such Bank, or (2) the date on which such Bank knows, or should have known, that such capital costs have been incurred by such Bank.

Capital Adequacy. If any Change in Directives shall impose, modify or deem applicable any capital adequacy or similar requirement (including without limitation a request or requirement which affects after the manner in which date hereof any Bank or the Agent determines that (including a) the L/C Issueradoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) allocates (each, a "LEGAL REQUIREMENT") regarding capital resources to its commitments, including its obligations hereunder) and as a result thereof, requirements for banks or bank holding companies or any change in the sole opinion interpretation or application thereof by a 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 Legal Requirement of any such Bankentity regarding capital adequacy, has the rate net effect (after taking into account all such Legal Requirements which increase such return) of reducing the return on such Bank’s capital as a consequence of its obligations hereunder (including 's or the Agent's Commitment with respect to L/Cs) is or will be reduced any Revolving Credit Loans to a level below that which such Bank or the Agent could have achieved but for such circumstances, Legal Requirement (taking into consideration such Bank's or the Agent's then upon notice to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, pay to such Bank such additional amount or amounts as shall compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate existing policies with respect to the period, capital adequacy and assuming full utilization of such entity's capital) by any amount deemed by such Bank or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be) the Agent to be material, it shall promptly notifythen 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, through Agent, the Borrower and each other such Bank shall thereafter attempt to negotiate in good faith, within thirty (30) days of the event by reason 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 it has become so entitled. A certificate as to the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such additional Legal Requirement), the fees payable hereunder shall increase by an amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shallwill, in the absence of manifest errorsuch Bank's reasonable determination, be final provide adequate compensation. Each Bank shall allocate such cost increases among its customers in good faith and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodson an equitable basis.

Capital Adequacy. If after the date hereof, any Change in Directives Lender or Issuing Bank (or any affiliate of the foregoing) shall imposehave reasonably determined that the adoption of any applicable law, modify governmental rule, regulation or deem applicable any order regarding the capital adequacy of banks or similar requirement bank holding companies, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Bank (including without limitation a or any affiliate of the foregoing) with any request or requirement which affects directive regarding capital adequacy (whether or not having the manner in which force of law) of any Bank (including such governmental authority, central bank or comparable agency, has or would have the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Lender's or Issuing Bank’s 's (or any affiliate of the foregoing) capital as a consequence of its obligations such Lender's or Issuing Bank's Commitment or Obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank it could have achieved but for such circumstancesadoption, then 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 adoption, change or compliance and assuming that such Lender's or Issuing Bank's (or any affiliate of the foregoing) capital was fully utilized prior to such adoption, change or compliance), then, upon notice to demand by such Lender or Issuing Bank, the Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, shall immediately pay to such Lender or Issuing Bank such additional amount or amounts as shall be sufficient to compensate such Lender or Issuing Bank for any such reduction in rate actually suffered; provided, however, that there shall be no duplication of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect amounts paid to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts Lender pursuant to this sentence and Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled11.3 hereof. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Lender or Issuing Bank that are subject setting forth the amount to provisions similar be paid to such Lender or Issuing Bank by the Borrower as a result of any event referred to in this Section 2.7(b) and paragraph shall, in the absence of absent manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methods.ARTICLE 11

Capital Adequacy. If after the date of this Agreement the Bank shall have determined that any Change applicable Law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in Directives shall imposethe interpretation or administration thereof by any governmental authority, modify central bank or deem applicable comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive regarding capital adequacy (whether or similar requirement (including without limitation a request not having the force of Law) of any such authority, central bank or requirement which affects comparable agency, has or would have the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such the Bank’s 's capital allocated to the transactions contemplated by this Agreement (or the capital of its holding company) as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such the Bank (or its holding company) could have achieved but for such circumstancesadoption, change or compliance (taking into consideration the Bank's policies or the policies of its holding company with respect to capital adequacy) by an amount deemed by the Bank to be material, then upon notice from time to time, within 30 days after demand by the Bank, the Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, shall pay to such the Bank such additional amount or amounts as shall will compensate such the Bank (or its holding company) for such reduction in rate of return for (i) any Loans reduction, provided that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect amounts allocated to the periodBorrower hereunder are done so in good faith and equitably as compared with the amounts allocated for similar reasons to other indebtedness owing to the Bank (or institutions of such holding company) by other borrowers thereof. The Bank will designate a different lending office if such designation will avoid the need for, or L/Cs that are outstandingreduce the amount of, after such compensation and will not, in the end judgment of the calendar month in which such Change in Directives becomes effectiveBank, and (iii) any portion of the affected Bank’s Commitment outstanding with respect be otherwise disadvantageous to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitledBank. A certificate as to any such of the Bank claiming compensation under this section and setting forth the additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks be paid to it hereunder shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, be conclusive in the absence of manifest error, be final and conclusive. In determining such amount, a the Bank may use any reasonable averaging and attribution methods. Failure on the part of the Bank to demand compensation for any reduction in return on capital with respect to any period shall not constitute a waiver of the Bank's rights to demand compensation for any reduction in return on capital in such period or in any other period. The protection of this Section 3.8 shall be available to the Bank regardless of any possible contention of the invalidity or inapplicability of the Law, regulation or other condition which shall have been imposed.

Capital Adequacy. If after the date hereof any Change Lender determines that (a) the adoption of or change in Directives any law, rule, regulation, guideline, directive or request (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by any Governmental Authority, central bank or comparable agency charged with the administration thereof, and for purposes hereof, Xxxx-Xxxxx and Basel III shall imposeeach be deemed a change described herein regardless of the date enacted, modify adopted or deem applicable issued, or (b) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy or similar requirement (including without limitation a any amendment or change in interpretation of any existing guideline, request or requirement which affects directive (whether or not having the manner in which any Bank (including force of law), has the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in effect of reducing the sole opinion of such Bank, the rate of return on such BankLender’s or such holding company’s capital as a consequence of its obligations such Lender’s commitment to make Loans hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank Lender or holding company could have achieved but for such circumstancesadoption, change or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then upon notice such Lender may notify Borrower thereof. Borrower agrees to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, pay to such Bank such additional Lender the amount or amounts as shall compensate such Bank for of such reduction in rate the return on capital as and when such reduction is determined, upon presentation by such Lender of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end a statement of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of amount setting for the affected BankLender’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusivecalculation thereof. In determining such amount, a Bank such Lender may use any reasonable averaging and attribution methods. Notwithstanding the foregoing, Borrower shall have the right, in lieu of making the payment referred to in this §4.10, to prepay the Loans of the applicable Lender within fifteen (15) days of such demand and avoid the payment of the amounts otherwise due under this §4.10 or to cause the applicable Lender to assign its Loans and Commitments in accordance with §18.8, provided, however, that Borrower shall be required to pay together with such prepayment of the Loan all other fees, costs, damages and expenses otherwise due under this Agreement as a result of such prepayment.

Capital Adequacy. If any Change Bank shall have determined that, after the date hereof, the adoption of any applicable Law, rule or regulation regarding capital adequacy, or any change therein, or any change in Directives shall imposethe interpretation or administration thereof by any governmental authority, modify central bank or deem applicable comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or similar requirement (including without limitation a request not having the force of law) of any such governmental authority, central bank or requirement which affects comparable agency, has or would have the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on capital of such Bank’s capital Bank (or its parent corporation) as a consequence of its such Bank's obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank (or its parent corporation) could have achieved but for such circumstancesadoption, change, request or directive (taking into consideration its policies with respect to capital adequacy existing on the date of this Agreement) by an amount deemed by such Bank to be material, then upon notice from time to Borrower through time, within fifteen (15) days after demand by such Bank (with a copy to Administrative Agent), Borrower shall, subject to clause (c) of this Section 2.7, shall pay to such Bank such additional amount or amounts as shall will compensate such Bank (or its parent corporation) for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitledreduction. A certificate as to of any such additional amount or amounts submitted by a BankBank claiming compensation under this Section, through Agentsetting forth in reasonable detail the basis therefor, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, be conclusive in the absence of manifest error. However, be final to the extent capital costs relate to a Bank's loans in general and conclusive. In determining not specifically to a Loan hereunder, such amount, a Bank may shall use any reasonable averaging and attribution methods. In addition, each Bank 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 lending office of such Bank if (1) as a result thereof the additional money that would otherwise be required to be paid in respect of such Advances would be reduced, and (2) the making, funding or maintaining of such Advances through such other lending office would not adversely affect such Advances or such Bank. Finally, if a Bank is to require Borrower to make payments under this Section then Bank must make a demand on Borrower to make such payment within ninety (90) days of the later of (1) the date on which such capital costs are actually incurred by such Bank, or (2) the date on which such Bank knows, or should have known, that such capital costs have been incurred by such Bank.

Capital Adequacy. If any Change in Directives shall imposefuture law, modify or deem applicable any capital adequacy governmental rule, regulation, policy, guideline, directive or similar requirement (including without limitation a request whether or not having the force of law) imposes, modifies, or deems applicable any capital adequacy, capital maintenance or similar requirement which affects the manner in which any Bank (including the L/C Issuer) Lender allocates capital resources to its commitmentscommitments (including any commitments hereunder), including its obligations hereunder) and as a result thereof, in the sole opinion of such BankLender, the rate of return on such Bank’s Lender's capital as a consequence of with regard to the Loans and/or its obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank Lender could have achieved but for such circumstancescircumstances taking into account such Lender's policies regarding capital adequacy, then in such case and upon notice from Agent to Borrower through AgentBorrower, from time to time, Borrower shall, subject to clause (c) of this Section 2.7, shall pay to such Bank Lender such additional amount or amounts as shall compensate such Bank Lender for such reduction in its rate of return for (i) any Loans that are outstanding under any Interest Period commencing after return. Such notice shall contain the statement of such Change Lender in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate reasonable detail with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as regard to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and which shall, in the absence of manifest error, be final and conclusivebinding upon Borrower. In determining such amount, a Bank such Lender may use any reasonable method of averaging and attribution methodsthat it deems applicable. In the event that a Lender, other than Mellon, exercises its rights under this Section 2.9, Borrower shall have the option to replace such Lender with another financial institution (acceptable to Agent) who will purchase all (but not part) of such Lender's Revolving Credit Pro Rata Share. Such Lender shall be required to assign and transfer to the financial institution obtained by Borrower, pursuant to an agreement reasonably satisfactory to such Lender and without representation, warranty or recourse, its respective Revolving Credit Pro Rata Share in exchange for full payment of the outstanding balances thereof, with accrued interest and unpaid fees.

Capital Adequacy. If any Change in Directives shall imposepresent or future law, modify governmental rule, regulation, policy, guideline or deem applicable any capital adequacy directive (whether or similar requirement (including without limitation not having the force or law) or the interpretation thereof by a request court or requirement which governmental authority with appropriate jurisdiction affects the manner in which amount of capital required or expected to be maintained by any Bank or any corporation controlling such Bank and such Bank determines that the amount of capital required to be maintained by it is increased by or based upon the existence of the Commitment or the Revolving Loans, the Letters of Credit or the Deferred Payment Sales, then such Bank may notify the Borrower of such fact. To the extent that the costs of such increased capital requirements are not reflected in the Base Rate or the Deferred Payment Sale Interest, as applicable, the Borrower and such Bank shall thereafter attempt to negotiate in good faith, within thirty (including 30) days of the L/C Issuerday 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) allocates 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 resources to its commitmentsrequirement), including its obligations hereunder) and as a result thereofthe amounts payable hereunder shall increase by an amount that will, in the sole opinion reasonable determination of such Bank, the rate of return on such Bank’s capital as a consequence of its obligations hereunder Bank (including with respect to L/Cs) is or will be reduced to a level below that which such Bank could have achieved but for such circumstances, then upon notice to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, pay to such Bank such additional amount or amounts as shall compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be), it provide adequate compensation. Each Bank shall promptly notifyallocate such cost increases among its customers in good faith and on a basis determined by such Bank in its discretion to be equitable, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks Borrower shall certify that similar demands not have been made the right to other customers of review or challenge the basis for such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodsallocation.

Capital Adequacy. If after the date hereof, the adoption of any Change in Directives shall impose, modify or deem applicable any Applicable Law regarding the capital adequacy or similar requirement liquidity of banks or bank holding companies, or any change in Applicable Law (including without limitation a request whether adopted before or requirement which affects after the manner Effective Date) or any change in which the interpretation or administration thereof by any Bank (including governmental authority, central bank or comparable agency charged with the L/C Issuer) allocates capital resources to its commitmentsinterpretation or administration thereof, including its obligations hereunder) and as a result thereofany such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, in or compliance by such Lender (or the sole opinion bank holding company of such BankLender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bankany Lender’s capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced the Loans and the Commitments to a level below that which such Bank it could have achieved but for such circumstancesadoption, then change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon notice demand by such Lender, the relevant Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the relevant Borrower through Agentpursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the relevant Borrower shall, subject as a result of any event referred to clause (c) in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.72.11, pay no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the relevant Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the relevant Borrower of the circumstances giving rise to such Bank increased costs or reductions and of such additional amount Xxxxxx’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or amounts as reductions is retroactive, then the six (6) month period referred to above shall compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect be extended to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to include the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodsretroactive effect thereof).

Capital Adequacy. If after the date hereof any Change Lender or the Loan Servicer determines that (a) the adoption of or change in Directives shall imposeany law, modify governmental rule, regulation, policy, guideline or deem applicable directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any capital adequacy or similar requirement (including without limitation a request or requirement which affects the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, change in the sole opinion interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Loan Servicer or any corporation controlling such Lender or the Loan Servicer with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such Bankentity regarding capital adequacy, has the rate effect of reducing the return on such Bank’s capital as a consequence of its obligations hereunder (including Lender's or the Loan Servicer's commitment with respect to L/Cs) is or will be reduced any Loans to a level below that which such Bank Lender or the Loan Servicer could have achieved but for such circumstancesadoption, change or compliance (taking into consideration such Lender's or the Loan Servicer's then upon notice to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, pay to such Bank such additional amount or amounts as shall compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate existing policies with respect to the period, capital adequacy and assuming full utilization of such entity's capital) by any amount deemed by such Lender or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be) the Loan Servicer to be material, it then such Lender or the Loan Servicer 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 or LIBOR Rate, the Borrower agrees to pay such Lender or (as the case may be) the Loan Servicer for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or (as the case may be) the Loan Servicer of a certificate in accordance with Section 5.8 hereof. Such Lender or (as the case may be) the Loan Servicer shall promptly notifyallocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender's right to demand such compensation; provided, through Agent, that the Borrower and each other Bank shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the event circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodsreductions.

Capital Adequacy. If Except as provided in Section 3.6, if any Change Lender shall have determined that compliance by such Lender with any change after the date hereof in Directives shall imposeany applicable law, modify governmental rule, regulation or deem applicable any order regarding capital adequacy of banks or similar requirement (including without limitation a bank holding companies, or any interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender with any request or requirement which affects directive regarding capital adequacy if such Lender reasonably believes that compliance therewith is in accordance with customary commercial practice (whether or not having the manner in which force of law and whether or not failure to comply therewith would be unlawful) of any Bank (including such authority, central bank or comparable agency, has or would have the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Bank’s Lender's capital as a consequence of its such Lender's obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank Lender could have achieved but for such circumstancescompliance (taking into consideration such Lender's policies with respect to capital adequacy immediately before such compliance and assuming that such Lender's capital was fully utilized prior to such compliance) by an amount deemed by such Lender to be material, then upon notice to the Borrower through will on demand by the Administrative Agent, Borrower shall, subject accompanied by the certificate referred to clause (c) of this Section 2.7below, pay to the Administrative Agent from time to time as specified by such Bank Lenders as are so affected such additional amount or amounts as shall be sufficient to compensate such Bank Lenders for such reduction reduced return, together with interest on each such amount from 15 Banking Days after the date demanded until payment in full thereof at the rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change interest on overdue installments of principal provided in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled3.1. A certificate as to of an officer of any such additional Lender setting forth the amount or amounts submitted by a Bank, through Agent, to Borrower be paid to it and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and basis for computation thereof hereunder shall, in the absence of manifest error, be final and conclusive. In determining such amount, a Bank such Lender may use any reasonable averaging and attribution methods.

Capital Adequacy. If after the date hereof the Bank determines that (a) the adoption of or change in any Change in Directives shall imposelaw, modify governmental rule, regulation, policy, guideline or deem applicable directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any capital adequacy or similar requirement (including without limitation a request or requirement which affects the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, change in the sole opinion interpretation or application thereof by a court or governmental authority with appropriate jurisdiction, or (b) compliance by the Bank or any corporation controlling the Bank with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such Bankentity regarding capital adequacy, has the rate effect of reducing the return on such the Bank’s capital as a consequence of its obligations hereunder (including commitment with respect to L/Cs) is or will be reduced any Loans to a level below that which such the Bank could have achieved but for such circumstancesadoption, change or compliance (taking into consideration the Bank’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by the Bank to be material, then upon notice to the Bank shall notify the Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, pay to such Bank such additional fact. To the extent that the amount or amounts as shall compensate such Bank for of such reduction in rate of the return for (i) any Loans that are outstanding under any Interest Period commencing after such Change on capital is not reflected in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to Rate, the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks Bank shall certify 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 similar demands have been made will adequately compensate the Bank in light of these circumstances. If the Borrower and the Bank are unable to other customers 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 Bank notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that are subject to provisions similar to this Section 2.7(b) and shallwill, in the absence of manifest errorBank’s reasonable determination, be final provide adequate compensation. The Bank shall allocate such cost increases among its customers in good faith and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodson an equitable basis.

Capital Adequacy. If If, after the date hereof, the adoption or effectiveness of any Change in Directives shall impose, modify or deem applicable any Applicable Law regarding the capital adequacy of banks or similar requirement bank holding companies, or any change or effectiveness in Applicable Law (including without limitation a request whether adopted before or requirement which affects after the manner Agreement Date) or any change in which the interpretation or administration or effectiveness thereof by any Bank (including governmental authority, central bank or comparable agency charged with the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result interpretation or administration thereof, in or compliance by such Lender Party with any directive issued or adopted after the sole opinion date hereof regarding capital adequacy (whether or not having the force of law) of any such Bankgovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank’s capital any Lender Party's capital, as a consequence of its obligations hereunder (including with respect to L/Cs) is the Loans, such Lender Party's Revolving Commitment or will be reduced its obligations to issue or participate in any Letter of Credit hereunder, to a level below that which such Bank it could have achieved but for such circumstancesadoption, change or compliance (taking into consideration such Lender Party's policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that such Lender Party's capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender Party to be material, then upon notice to Borrower through Agentsuch Lender Party shall promptly notify the Borrowers' Agent of such adoption, Borrower shallcompliance, subject to clause (c) of this Section 2.7or change. Upon demand by such Lender Party, the Borrowers shall promptly pay to such Bank Lender Party such additional amount or amounts as shall be sufficient to compensate such Bank Lender Party for such reduction reduced return, together with interest on such amount from the fourth (4th) day after the date of demand until payment in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest full thereof at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitledDefault Rate. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject Lender Party setting forth the amount to provisions similar be paid to such Lender Party by the Borrowers as a result of any event referred to in this Section 2.7(b) paragraph and shallsupporting calculations in reasonable detail shall be conclusive, in the absence of absent manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methods.

Capital Adequacy. If any Change in Directives shall imposeBank shall, modify or deem applicable at any time, reasonably determine that (a) the adoption (i) after the date of this Agreement, of any capital adequacy guidelines or similar requirement (including without limitation a ii) at any time, of any other applicable Law, government rule, regulation or order regarding capital adequacy of banks or bank holding companies, (b) any change in (i) any of the foregoing or (ii) the interpretation or administration of any of the foregoing by any Governmental Authority, central bank or comparable agency or (c) compliance with any policy, guideline, directive or request regarding capital adequacy (whether or requirement which affects not having the manner in which force of law and whether or not failure to comply therewith would be unlawful) of any Bank (including Governmental Authority, central bank or comparable agency, would have the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on the capital of such Bank’s capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced Bank to a level below that which such Bank could have achieved but for such circumstancesadoption, change or compliance (taking into consideration the policies of such Bank with respect to capital adequacy in effect immediately before such adoption, change or compliance) and (x) such reduction is as a consequence of the Line of Credit Loan Commitment of, or the making of any Loans by, such Bank hereunder and (y) such reduction is reasonably deemed by such Bank to be material, then upon (1) such Bank shall deliver to the Borrower and the Administrative Agent a notice stating the reduction in the rate of return such Bank will in the future suffer as a result of its Line of Credit Loan Commitment or the making of any Loans by it to the Borrower through Agent, hereunder and (2) the Borrower shall, subject to clause (c) promptly upon receipt of this Section 2.7, such notice pay to the Administrative Agent for the account of such Bank from time to time as specified by such Bank such additional amount or amounts as shall be sufficient to compensate such Bank for such reduction reduced return. The amount stated in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect notice delivered to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect Borrower pursuant to the period after the end provisions of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month4.8 shall be conclusive and binding for all purposes, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of absent manifest error, be final and conclusive. In determining any such amount, a such Bank may use any reasonable averaging and attribution methods. The payments required under this Section 4.8 are in addition to any other payments and indemnities required hereunder.

Capital Adequacy. If (a) In the event that at any time after the date of this Agreement any Regulatory Change in Directives shall impose, modify or deem applicable any capital adequacy or similar requirement (including without limitation a request or requirement which affects the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereofshall, in the sole reasonable opinion of such any Bank, require that its Commitment (or any portion thereof) be treated as an asset or otherwise be included for purposes of calculating the appropriate amount of capital or equity to be maintained by such Bank or any corporation controlling such Bank and such Regulatory Change shall have the effect of reducing the rate of return on such Bank’s 's or such corporation's capital or equity, as the case may be, as a consequence of its such Bank's obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank or such corporation, as the case may be, could have achieved but for such circumstancesRegulatory Change (taking into account such Bank's or such corporation's policies, then upon notice as the case may be, with respect to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, pay capital adequacy and any payments made to such Bank pursuant to Section 5.1 which relate to capital adequacy and assuming that such Bank's capital was fully utilized prior to such Regulatory Change) by an amount deemed in good faith by such Bank to be material, then from time to time following written notice by such Bank to the Borrowers through the Administrative Agent of such Regulatory Change as provided in Section 5.6(b), within five (5) days after demand by such Bank through the Administrative Agent, the Borrowers shall pay to the Administrative Agent, for the account of such Bank, such additional amount or amounts as shall will compensate such Bank or such corporation, as the case may be, for such reduction in rate of return for reduction. (ib) If any Loans that are outstanding under any Interest Period commencing after such Change in Directives Bank becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be5.6, it shall promptly notify, notify the Borrowers through Agent, Borrower and each other Bank the Administrative Agent of the event by reason of which it has become so entitled, but in any event within forty-five (45) days, after such Bank obtains actual knowledge thereof; provided that if such Bank fails to give such notice within forty-five (45) days after it obtains actual knowledge of such an event, such Bank shall, with respect to such compensation in respect of any costs resulting from such event, only be entitled to payment for costs incurred from and after the date forty-five (45) days prior to the date that such Bank does give such notice. A certificate as to setting forth in reasonable detail the computation of any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar payable pursuant to this Section 2.7(b) 5.6, submitted by such Bank to the Borrowers through the Administrative Agent, shall be delivered to the Borrowers promptly after the initial incurrence of such additional amounts and shall, shall be conclusive in the absence of manifest errorerror and at the Borrowers' request, be final such Bank shall set forth the basis for such determination. The covenants contained in this Section 5.6, shall survive the termination of this Agreement and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodsthe payment of the Notes.

Capital Adequacy. If (a) the introduction of or any Change change in Directives shall impose, modify or deem applicable in the interpretation of any capital adequacy Law after the Agreement Date or (b) compliance by a Lender with any Law or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) adopted or promulgated after the Agreement Date (including any implementation of the Basle Accord or similar requirement (including without limitation a request guideline or requirement which adopted, promulgated or becoming effective after the Agreement Date) affects or would affect the manner in which amount of capital required or expected to be maintained by a Lender or any Bank (including corporation controlling such Lender, and such Lender determines that the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion amount of such Bankcapital is increased by or based upon the existence of such Lender's commitment or Advances hereunder and other commitments or advances of such Lender of this type, then, within 10 days after demand by such Lender, subject to Section 11.9 hereof, the rate of return on Borrower shall immediately pay to such Bank’s capital Lender, from time to time as a consequence of its obligations hereunder (including specified by such Lender, additional amounts sufficient to compensate such Lender with respect to L/Cs) is or will be reduced to a level below that which such Bank could have achieved but for such circumstances, then upon notice to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, pay to such Bank such additional amount or amounts as shall compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs extent that are outstanding, after the end of the calendar month such Lender reasonably determines in which good faith such Change increase in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect capital to be allocable to the period after the end existence of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitledLender's Commitments hereunder. A certificate as to any additional amounts payable to any Lender under this Section 9.5 shall be submitted to the Borrower by such additional amount or amounts submitted by a Bank, through Agent, to Borrower Lender and the other Banks shall certify that similar demands have been made such amounts were actually incurred by such Lender or corporation controlling such Lender and shall show in reasonable detail an accounting of the amount payable and the calculations used to other customers of determine in good faith such Bank that are subject to provisions similar to this Section 2.7(b) amount and shall, in the absence of manifest shall be conclusive - 81 - 89 absent demonstrable error, be final and conclusive. In determining such amount, such Lender or a Bank corporation controlling such Lender may use any reasonable averaging and attribution methods. Notwithstanding the foregoing, nothing in this Section 9.5 shall provide the Borrower or any Subsidiary of the Borrower the right to inspect the records, files or books of any Lender or any corporation controlling such Lender.

Capital Adequacy. If any Change in Directives shall impose, modify a Lender or deem applicable any capital adequacy or similar requirement (including without limitation a request or requirement which affects the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitmentsIssuer determines that any introduction of or any change in a Capital Adequacy Regulation, including its obligations hereunder) and as any change in the interpretation or administration of a result Capital Adequacy Regulation by a Governmental Authority charged with interpretation or administration thereof, in or any compliance by such Lender or L/C Issuer or any Person controlling such Lender or L/C Issuer with a Capital Adequacy Regulation, increases the sole opinion amount of capital required or expected to be maintained by such Bank, Lender or L/C Issuer or Person (taking into consideration its capital adequacy policies and desired return on capital) the result of which is to reduce the rate of return on the capital of such Bank’s capital Lender or L/C Issuer, as a consequence of its obligations hereunder (including with respect to such Lender’s or L/Cs) is or will be reduced C Issuer’s Commitments, Loans, issuance of Letters of Credit, participations in other obligations under the Loan Documents to a level below that which such Bank Lender or L/C Issuer could have achieved but for such circumstances, then upon notice to Borrower through Agent, Borrower shall, subject to clause change or compliance (c) taking into account the polices of this Section 2.7, pay to such Bank Lender or such additional amount or amounts as shall compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate L/C Issuer with respect to capital adequacy) by an amount deemed by such Lender to be material, then the periodBorrowers shall, or within five Business Days following demand therefor, pay such Lender and L/Cs that are outstanding, after C Issuer an amount sufficient to compensate for such reduction. A Lender’s demand or a L/C Issuer’s demand for payment shall set forth the end nature of the calendar month in which occurrence giving rise to such Change in Directives becomes effective, compensation and (iii) any portion a calculation of the affected Bank’s Commitment outstanding with respect amount to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusivepaid. In determining such amount, a Bank the Lender and the L/C Issuer may use any reasonable averaging and attribution methodsmethod.

Capital Adequacy. If after the date hereof, the Lender shall have determined that any Change central bank or other Governmental Authority 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 Directives shall impose, modify the interpretation or deem applicable any capital adequacy or similar requirement (including without limitation a request or requirement which affects the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result administration thereof, in compliance with which by the sole opinion Lender would have the effect of such Bank, reducing the rate of return on such Bank’s the Lender's capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced the transactions contemplated hereby to a level below that which such Bank the Lender could have achieved but for such circumstancesadoption, implementation, change, or compliance (taking into consideration the Lender's policies with respect to capital adequacy) by an amount deemed by the Lender to be material, then upon notice from time to time, within ten Business Days after demand by the Lender, the Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, shall pay to such Bank the Lender (or its parent) such additional amount or amounts as shall will compensate such Bank the Lender for such reduction in rate reduction. The Lender will give the Borrower notice of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, event occurring after the end date of this Agreement which will entitle the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect Lender to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts compensation pursuant to this Section 2.7(b) during promptly after it obtains knowledge thereof and determines to request such compensation, and no claim by the next succeeding Interest Period or month, Lender for compensation under this Section shall in any case be made until such time as the case may beLender determines that it is legally required to comply with such law, it shall promptly notifyrule, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitledregulations or change thereto giving rise to such claim. A certificate as to any such of the Lender claiming compensation under this Section and setting forth the additional amount or amounts submitted by to be paid to it hereunder shall be conclusive, provided that the determination thereof is made on a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusivereasonable basis. In determining such amountamount or amounts, a Bank the Lender may use any reasonable averaging and attribution methods.

Capital Adequacy. If If, after the date of this note, Payee shall have determined that the adoption or effectiveness of any Change applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in Directives shall imposethe interpretation or administration thereof by any governmental authority, modify central bank or deem applicable comparable agency charged with the interpretation or administration thereof, or compliance by Payee with any request or directive regarding capital adequacy (whether or similar requirement (including without limitation a request not having the force of law) of any such authority, central bank or requirement which affects comparable agency, has or would have the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Bank’s Payee's capital (or on the capital of any person or entity owning or holding a participation interest in the indebtedness evidenced by this note (each a "PARTICIPANT")) as a consequence of its obligations hereunder (including to any Maker with respect to L/Cs) is the loans evidenced or will to be reduced evidenced by this note to a level below that which such Bank could have been achieved but for such circumstancesadoption, effectiveness, change or compliance (taking into consideration Payee's policies (or the policies of any applicable Participant) with respect to capital adequacy) by an amount deemed by Payee to be material, then upon notice from time to Borrower through Agenttime, Borrower shallMakers, subject to clause (c) of this Section 2.7jointly and severally, shall pay to such Bank Payee such additional amount or amounts as shall will compensate such Bank Payee (and each applicable Participant) for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitledreduction. A certificate as to any of Payee setting forth such additional amount or amounts submitted by a Bank, through Agent, as shall be necessary to Borrower compensate Payee (and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to each applicable Participant) as specified in this Section 2.7(b) shall be delivered as soon as practicable to Makers and shallshall be conclusive and binding, in the absence of absent manifest error. Makers, be final jointly and conclusiveseverally, shall pay Payee the amount shown as due on any such certificate within fifteen (15) days after Payee delivers such certificate. In determining preparing such amountcertificate, a Bank Payee may employ such assumptions and allocations of costs and expenses as it shall in good faith deem reasonable and may use any reasonable averaging and attribution methodsattribxxxxx xxxxod.

Capital Adequacy. If any Change present or future, or any change ----------------- in Directives shall imposeany present or future, modify law, governmental rule, regulation, policy, guideline or deem applicable any capital adequacy directive (whether or similar requirement (including without limitation not having the force of law) or the interpretation thereof by a request court or requirement which governmental authority with appropriate jurisdiction affects the manner amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender and such Lender determines that the amount of capital required to be maintained by it or such corporation is increased by or based upon the existence of its Commitment or the Loans made pursuant hereto, then such Lender may notify the Borrower of such fact. To the extent that the costs of such increased capital requirements are not reflected in the rates of interest payable hereunder, the Borrower and such Lender shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Lender in light of these circumstances. If the Borrower and such Lender are unable to agree to such adjustment within thirty (30) days of the date on which the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any Bank (including such increased capital requirement), the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereoffees payable hereunder shall increase by an amount that will, in the sole opinion of such BankLender's reasonable determination, the rate of return on such Bank’s capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank could have achieved but for such circumstances, then upon notice to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, pay provide adequate compensation to such Bank Lender, such additional amount or amounts as shall compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effectiveto be conclusive and binding on the Borrower, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of absent manifest error, be final . Each Lender shall allocate such cost increases among its customers in good faith and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodson an equitable basis.

Capital Adequacy. If If, after the date of this Agreement, Lender shall ---------------- have determined in good faith that the adoption after the date of this Agreement of any Change applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in Directives shall imposethe interpretation or administration thereof by any governmental or regulatory authority, modify central bank or deem applicable comparable agency charged with the interpretation or administration thereof, or compliance by Lender with any request or directive regarding capital adequacy (whether or similar requirement (including without limitation a request not having the force of law) of any such authority, central bank or requirement which affects comparable agency, has or will have the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Bank’s Lender's capital as a consequence in respect of its obligations hereunder (including with respect to L/Cs) is or will be reduced under this Agreement to a level below that which such Bank Lender could have achieved but for such circumstancesadoption, change or compliance (taking into consideration Lender's policies with respect to capital adequacy), then upon notice from time to time to the extent not already reflected in the Prime Rate Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, shall pay to such Bank Lender after demand such additional amount or amounts as shall will compensate such Bank Lender for such reduction reduction. All determinations made in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end good faith by Lender of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, required to Borrower and compensate Lender in respect of the other Banks foregoing shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, be conclusive in the absence of manifest error, be final and conclusive. In determining such amountamount or amounts, a Bank Lender may use any reasonable averaging and attribution methods. Lender's claim for reimbursement or compensation under this Section 2.09 shall be in writing and shall set forth in reasonable detail Lender's calculation of the amount payable to Lender hereunder. Notwithstanding the foregoing, Lender may not seek compensation or reimburesement for amounts attributable to the period more than one (1) year prior to the date of demand.

Capital Adequacy. If a Lender shall determine at any Change time after the Effective Date that the adoption of any law, rule, guideline or regulation regarding capital adequacy, or compliance with any law, rule, guideline or regulation regarding capital adequacy, or any change therein or in Directives shall imposethe interpretation or administration thereof by any governmental authority, modify central bank or deem applicable comparable agency charged with the interpretation or administration thereof, or compliance by such Lender with any request or directive or compliance with any law, rule, guideline or regulation regarding capital adequacy (whether or similar requirement (including without limitation a request not having the force of law) from any such authority, central bank or requirement which affects comparable agency, has or would have the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Bank’s a Lender's capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank Lender could have achieved but for such circumstancesadoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then Baldxxx xxxll pay to such Lender upon notice demand such amount or amounts, in addition to Borrower through Agentthe amounts payable under the other provisions of this Loan Agreement, Borrower shallas will compensate such Lender for such reduction. Any such demand by such Lender hereunder shall be in writing, subject and shall set forth the reasons for such demand and copies of all documentation reasonably relevant in support thereof. Notwithstanding the foregoing, no Lender will be entitled to clause receive such additional amount for any period which is more than six (c6) months prior to the date of such Lender's written demand to Baldxxx xx provided hereunder. Determinations by a Lender for purposes of this Section 2.7, pay to such Bank such 3.7(d) of the additional amount or amounts as shall required AMENDED AND RESTATED TERM LOAN AGREEMENT Baldxxx Xxxno & Organ Company to compensate such Bank for such reduction Lender in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may foregoing shall be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, conclusive in the absence of manifest error, be final and conclusive. In determining such amountamount or amounts, a Bank Lender may use any reasonable averaging and attribution methods.

Capital Adequacy. If any Change Bank shall determine that the ---------------- applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other applicable law, rule, regulation or guideline regarding capital adequacy, or any change in Directives shall imposethe foregoing or in the enforcement, modify interpretation or deem applicable administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, or compliance by such Bank or any Person controlling such Bank (a "Parent") with any request or ------ directive regarding capital adequacy (whether or similar requirement (including without limitation a request not having the force of law) of any such Governmental Authority, has or requirement which affects would have the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on capital of such Bank’s capital Bank or its Parent as a consequence of its such Bank's obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank (or its Parent) could have achieved but for such circumstancesapplicability, adoption, change or compliance (taking into consideration the policies of such Bank (or its Parent) with respect to capital adequacy) by an amount reasonably deemed by such Bank to be material, then upon notice from time to Borrower through Agenttime, Borrower shallwithin the second Business Day after demand by such Bank, subject to clause (c) of this Section 2.7, the Borrowers shall pay to such Bank such additional amount or amounts as shall will compensate such Bank for such reduction in the rate of return for (i) any Loans that are outstanding under any Interest Period commencing return, together with interest on each such amount from the thirtieth day after such Change demand until payment in Directives becomes effective, full thereof (iias well after as before judgement) any Loans bearing interest at the Base Rate with respect to the periodPost-Default Rate. A statement of such Bank, or L/Cs that are outstandingin reasonable detail, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to claiming compensation under this Section 2.7(b) during 3.12 and setting forth the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by to be paid to it hereunder shall be conclusive absent manifest error; provided that the determination -------- thereof is made on a Bankreasonable basis and provided further that the Borrowers -------- ------- shall not be obligated to compensate any Bank for any such reduction occurring more than 30 days prior to the time the Bank first notifies the Borrowers of such adoption, through Agentimplementation, to Borrower charge or compliance, and provided further that in administering this Section each Bank shall not single out the other Banks Borrowers for different treatment but shall certify that similar demands have been made to deal with them on the same basis as the Bank deals with its other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusivegenerally. In determining such amount, a such Bank may use any reasonable averaging and attribution methods.

Capital Adequacy. If after the date hereof, any Change Bank shall have determined that the adoption or implementation of any applicable law, rule, or regulation regarding capital adequacy, or any change therein, or any change in Directives shall imposethe interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, modify or deem applicable compliance by such Bank (or its parent) with any guideline, request, or directive regarding capital adequacy (whether or similar requirement (including without limitation a request not having the force of law) of any central bank or requirement which affects other Governmental Authority, has or would have the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Bank’s 's (or its parent's) capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced the transactions contemplated hereby to a level below that which such Bank (or its parent) could have achieved but for such circumstancesadoption, implementation, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then upon notice from time to Borrower through time, within ten (10) Business Days after demand by such Bank (with a copy to the Agent), Borrower shall, subject to clause (c) of this Section 2.7, the Borrowers shall pay to such Bank such additional amount or amounts as shall will compensate such Bank (or its parent) for such reduction; provided, however, the Borrowers shall not be required to compensate any such Bank for any such reduction for any period prior to the date upon which such Bank gives notice to the Borrowers that an event or change resulting in a reduced rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at on the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it 's capital has become so entitledoccurred. A certificate as to any of such Bank claiming compensation under this Section and setting forth the additional amount or amounts submitted by to be paid to it hereunder shall be conclusive, provided that the determination thereof is made on a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusivereasonable basis. In determining such amountamount or amounts, a such Bank may use any reasonable averaging and attribution methods.

Capital Adequacy. If after the date hereof the Bank determines that (a) the adoption of or change in any Change in Directives shall imposelaw, modify governmental rule, regulation, policy, guideline or deem applicable directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any capital adequacy or similar requirement (including without limitation a request or requirement which affects the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, change in the sole opinion interpretation or application thereof by a court or governmental authority with appropriate jurisdiction, or (b) compliance by the Bank or any corporation controlling the Bank with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such Bankentity regarding capital adequacy, has the rate effect of reducing the return on such the Bank’s capital as a consequence of its obligations hereunder (including 's commitment with respect to L/Cs) is or will be reduced any Loans to a level below that which such the Bank could have achieved but for such circumstancesadoption, change or compliance (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming full utilization of such entity's capital) by any amount deemed by the Bank to be material, then upon notice to the Bank shall notify the Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, pay to such Bank such additional fact. To the extent that the amount or amounts as shall compensate such Bank for of such reduction in rate of the return for (i) any Loans that are outstanding under any Interest Period commencing after such Change on capital is not reflected in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to Rate, the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks Bank shall certify 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 similar demands have been made will adequately compensate the Bank in light of these circumstances. If the Borrower and the Bank are unable to other customers 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 Bank notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that are subject to provisions similar to this Section 2.7(b) and shallwill, in the absence of manifest errorBank's reasonable determination, be final provide adequate compensation. The Bank shall allocate such cost increases among its customers in good faith and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodson an equitable basis.

Capital Adequacy. If any Change in Directives shall imposefuture law, modify or deem applicable any capital adequacy governmental rule, regulation, policy, guideline, directive or similar requirement (including without limitation a request whether or not having the force of law) imposes, modifies, or deems applicable any capital adequacy, capital maintenance or similar requirement which affects the manner in which any Bank (including the L/C Issuer) Lender allocates capital resources to its commitmentscommitments (including any commitments hereunder), including its obligations hereunder) and as a result thereof, in the sole opinion of such BankLender, the rate of return on such BankLender’s capital as a consequence of with regard to the Loans and/or its obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank Lender could have achieved but for such circumstancescircumstances taking into account such Lender’s policies regarding capital adequacy, then in such case and upon notice from the Agent to the Borrower, from time to time, the Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, shall pay to such Bank Lender such additional amount or amounts as shall compensate such Bank Lender for such reduction in its rate of return for (i) any Loans that are outstanding under any Interest Period commencing after return. Such notice shall contain the statement of such Change Lender in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate reasonable detail with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as regard to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and which shall, in the absence of manifest error, be final and conclusivebinding upon the Borrower. In determining such amount, a Bank such Lender may use any reasonable method of averaging and attribution methodsthat it deems applicable. In the event that a Lender, other than Citizens, exercises its rights under this Section 2.9, the Borrower shall have the option to replace such Lender with another financial institution (acceptable to the Agent) who will purchase all (but not part) of such Lender’s interest in the Loans then outstanding hereunder. Such Lender shall be required to assign and transfer to the financial institution obtained by the Borrower, pursuant to an agreement reasonably satisfactory to such Lender and the Agent, and without representation, warranty or recourse, its respective interest in the Loans then outstanding hereunder in exchange for full payment of the outstanding balances thereof, with accrued interest and all unpaid Fees.

Capital Adequacy. If any Change in Directives shall impose, modify or deem applicable any capital adequacy or similar requirement (including without limitation a request or requirement which affects after the manner in which date hereof any Bank or the Agent ------- -------- determines that (including a) the L/C Issueradoption of or change after the Closing Date in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) allocates regarding capital resources to its commitments, including its obligations hereunder) and as a result thereof, requirements for banks or bank holding companies or any change in the sole opinion interpretation or application thereof by a 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 law) of any such Bankentity regarding capital adequacy, has the rate effect of reducing the return on such Bank’s capital as a consequence of its obligations hereunder (including 's or the Agent's commitment with respect to L/Cs) is or will be reduced any Revolving Credit Loans to a level below that which such Bank or the Agent could have achieved but for such circumstancesadoption, change or compliance (taking into consideration such Bank's or the Agent's then upon notice to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, pay to such Bank such additional amount or amounts as shall compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate existing policies with respect to the period, capital adequacy and assuming full utilization of such entity's capital) by any amount deemed by such Bank or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be) the Agent to be material, it shall promptly notifythen 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, through Agent, the Borrower and each other such Bank shall thereafter attempt to negotiate in good faith, within thirty (30) days of the event by reason 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 it has become so entitled. A certificate as to the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such additional increased capital requirement), the fees payable hereunder shall increase by an amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shallwill, in the absence of manifest errorsuch Bank's reasonable determination, be final provide adequate compensation. Each Bank shall allocate such cost increases among its customers in good faith and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodson an equitable basis.

Capital Adequacy. If any Change in Directives shall impose, modify or deem applicable any capital adequacy or similar requirement (including without limitation a request or requirement which affects after the manner in which date hereof any Bank (including which, for purposes of this Section 7.8 shall include any corporation controlling such Bank) or the L/C IssuerAgent determines that the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) allocates regarding capital resources to its commitments, including its obligations hereunder) and as a result thereof, requirements for banks or bank holding companies or any change in the sole opinion interpretation or application thereof by a court or governmental authority with appropriate jurisdiction has the effect of such Bank, reducing the rate of 51 -45- return on such Bank’s capital as a consequence 's or the Agent's Commitment, any Loans made by it, or any Letter of its obligations hereunder (including with respect to L/Cs) is Credit or will be reduced participation therein to a level below that which such Bank or the Agent could have achieved but for such circumstancesadoption, change or compliance (taking into consideration such Bank's or the Agent's then upon notice to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, pay to such Bank such additional amount or amounts as shall compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate existing policies with respect to the period, capital adequacy and assuming full utilization of such entity's capital) by any amount deemed by such Bank or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be) the Agent to be material, it then such Bank or the Agent may notify the Parent 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 Parent and such Bank shall promptly notifythereafter attempt to negotiate in good faith, through Agent, Borrower and each other Bank within thirty (30) days of the event by reason day on which the Parent receives such notice, an adjustment payable hereunder that will adequately compensate such Bank in light of these circumstances. If the Parent and such Bank are unable to agree to such adjustment within thirty (30) days of the date on which it has become so entitled. A certificate as to the Parent receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such additional increased capital requirement), the fees payable hereunder shall increase by an amount or amounts submitted by a that will, in such Bank's reasonable determination, through Agent, provide adequate compensation. Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis. Each Bank agrees to Borrower and provide the other Banks shall certify that similar demands have been made to other customers Parent with notice within ninety (90) days of such Bank that are subject to provisions similar becoming aware of any fact giving rise to this Section 2.7(b) 7.8, and shallif it shall fail to do so, in the absence of manifest error, Parent shall not be final and conclusive. In determining obligated to pay any adjustment or other increased amount to such amount, a Bank may use any reasonable averaging and attribution methodsunder this Section 7.8.

Capital Adequacy. If any Change in Directives shall impose, modify or deem applicable any capital adequacy or similar requirement (including without limitation a request or requirement which affects after the manner in which date hereof any Bank determines that (including a) the L/C Issueradoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) allocates regarding capital resources to its commitments, including its obligations hereunder) and as requirements for banks or bank holding companies or any change in the interpretation or application thereof by a result thereofcourt or governmental authority with appropriate jurisdiction, in each case made subsequent to the sole opinion Closing Date, or (b) compliance by such Bank or any corporation controlling such Bank with any such adoption of, or change in, law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such Bankentity regarding capital adequacy, has the rate effect of reducing the return on such Bank’s capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced 's Term Note to a level below that which such Bank could have achieved but for such circumstancesadoption, change or compliance (taking into consideration such Bank'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 to be material, then upon notice to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, pay to such Bank may notify the Borrower of such additional fact. To the extent that the amount or amounts as of such reduction in the return on capital is not reflected in the Base Rate, the Borrower and such 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 for in light of these circumstances. If the Borrower and such reduction in rate of return for Bank are unable to agree to such adjustment within thirty (i30) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end days of the calendar month in date on which the Borrower receives such Change in Directives becomes effectivenotice, and then commencing on the date of such notice (iii) any portion but not earlier than the effective date of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional increased capital requirement), the fees payable hereunder shall increase by an amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shallwill, in the absence of manifest errorsuch Bank's reasonable determination, be final provide adequate compensation. Each Bank shall allocate such cost increases among its customers in good faith and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodson an equitable basis.

Capital Adequacy. If In the event that any Regulatory Change in Directives reduces ---------------- or shall impose, modify or deem applicable any capital adequacy or similar requirement (including without limitation a request or requirement which affects have the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return (by an amount such Bank deems material) on the capital of a Bank or on the capital of such Bank’s capital 's parent corporation as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced such Bank's Commitment and/or the Loans made by such Bank to a level below that which such the Bank or its parent could have achieved but for such circumstancesRegulatory Change (taking into account the policies of such Bank and its parent corporation with respect to capital adequacy), then upon notice to Borrower through Agent, Borrower the Company shall, subject to clause (c) of this Section 2.7within 30 days after written notice and demand from such Bank, pay to such Bank additional amounts sufficient to compensate such additional Bank or its parent corporation for such reduction; provided, however, that the Company shall not be obligated to pay any such amount or amounts as shall compensate such Bank for such reduction in rate of return for (i) any Loans unless such Bank shall have first notified the Company in writing that are outstanding under any Interest Period commencing after such Change in Directives becomes effectiveit intends to seek compensation from the Company pursuant to this sentence, and (ii) any Loans bearing interest at the Base Rate with respect which are attributable to periods exceeding 180 days prior to the period, or L/Cs that are outstanding, after date of receipt by the end Company of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitlednotice. A certificate as to the amount of any such additional reduction (including calculations in reasonable detail showing how such Bank computed such reduction and a statement that the Bank has not allocated to its Commitment or its outstanding Advances a proportionately greater amount of such reduction than is attributable to each of its other commitments to lend or amounts submitted to each of its other outstanding credit extensions that are affected similarly by such compliance by such Bank, whether or not such Bank allocates any portion of such reduction to such other commitments or credit extensions) shall be furnished promptly by such Bank to the Company. Any determination by a Bank, through Agent, Bank under this Section and any certificate as to Borrower and the other Banks shall certify that similar demands have been made to other customers amount of such reduction given to the Company by such Bank that are subject to provisions similar to this Section 2.7(b) shall be final, conclusive and shallbinding for all purposes, in the absence of absent manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methods.

Capital Adequacy. If after the date of this Credit Agreement, any Change Bank has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in Directives shall imposethe interpretation or administration thereof by any governmental authority, modify central bank or deem applicable comparable agency charged with the interpretation or administration thereof, or compliance by such Bank with any request or directive regarding capital adequacy (whether or similar requirement (including without limitation a request not having the force of law) of any such authority, central bank or requirement which affects comparable agency, has or would have the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Bank’s 's capital or assets as a consequence of its commitments or obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank could have achieved but for such circumstancesadoption, effectiveness, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy), then upon notice from time to time, within 15 days after demand by such Bank, the Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, shall pay to such Bank such additional amount or amounts as shall will compensate such Bank for such reduction reduction. Upon determining in rate of return for (i) good faith that any Loans that are outstanding under any Interest Period commencing after additional amounts will be payable pursuant to this Section, such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect Bank will give prompt written notice thereof to the periodBorrower, or L/Cs that are outstanding, after which notice shall set forth the end basis of the calendar month in which calculation of such Change in Directives becomes effectiveadditional amounts, and (iii) although the failure to give any portion such notice shall not release or diminish any of the affected Bank’s Commitment outstanding with respect Borrower's obligations to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any pay additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Section. Determination by any such Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to owing under this Section 2.7(b) and shall, in the absence of absent manifest error, be final and conclusiveconclusive and binding on the parties hereto; provided, however, that such determinations are made on a reasonable basis. In determining Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such amountBank's rights to demand any such compensation in such period or in any other period; provided, a however, that if such demand is made more than 180 days after the Bank may use had knowledge of the occurrence of any reasonable averaging and attribution methodsevent described above regarding capital adequacy, the Borrower shall not be obligated to reimburse the Bank for amounts incurred prior to the date on which the Borrower receives such demand for compensation under this Section 2.14.

Capital Adequacy. If any Change in Directives Lender shall imposedetermine that the adoption, modify or deem applicable after the date hereof, of any Applicable Law regarding the capital adequacy of banks or similar requirement (including without limitation a bank holding companies, or any change therein or in any Applicable Law existing as of the date hereof, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender with any request or requirement which affects directive regarding capital adequacy (whether or not having the manner in which force of law) of any Bank (including such governmental authority, central bank or comparable agency, has or would have the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Bank’s Lender's capital as a consequence of its commitment of its obligations to fund or maintain Advances hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank it could have achieved but for such circumstancesadoption, then change or compliance (taking into consideration such Lender's policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that such Lender's capital was fully utilized prior to such adoption, change or compliance) by an amount deemed by such Lender in good faith to be material, then, upon notice to Borrower through Agentthe earlier of demand by such Lender or the Facility C Maturity Date, Borrower shallthe Borrowers, subject to clause (c) of this Section 2.7on a joint and several basis, shall immediately pay to such Bank Lender, such additional amount or amounts as shall be sufficient to compensate such Bank Lender for such reduction reduced return, together with interest on such amount from the fourth (4th) day after the date of demand or the Facility C Maturity Date, as applicable, until payment in rate full thereof at the Default Rate then applicable to Base Rate Advances. Any Lender claiming compensation under this Section 2.12 shall notify the Borrowers of return for any event occurring after the date of this Agreement entitling such Lender to such compensation as promptly as practicable, but in any event within forty-five (i45) any Loans that are outstanding under any Interest Period commencing days, after such Change in Directives becomes effectiveLender obtains actual knowledge thereof; provided, however, that if such Lender fails to give such notice within forty-five (ii45) any Loans bearing interest at the Base Rate days after it obtains actual knowledge of such an event, such Lender shall, with respect to the periodsuch compensation in respect of any costs resulting from such event, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may only be entitled to claim any additional amounts pursuant to payment under this Section 2.7(b2.12 for costs incurred from and after the date forty-five (45) during days prior to the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitleddate that such Lender does give such notice. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject Lender setting forth the amount to provisions similar be paid to such Lender by the Borrowers as a result of any event referred to in this Section 2.7(b) and paragraph shall, in the absence of absent manifest error, be final and conclusive. In determining , and, at a Borrower's request, such amount, a Bank may use any reasonable averaging and attribution methodsLender shall set forth the basis for such determination.

Capital Adequacy. If after the date hereof any Change Lender determines that (a) the adoption of or change in Directives shall imposeany law, modify rule, regulation or deem applicable guideline regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by any governmental authority charged with the administration thereof, or (b) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy or similar requirement (including without limitation a any amendment or change in interpretation of any existing guideline, request or requirement which affects directive (whether or not having the manner in which any Bank (including force of law), has the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in effect of reducing the sole opinion of such Bank, the rate of return on such BankLender’s or such holding company’s capital as a consequence of its obligations such Lender’s commitment to make Loans hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank Lender or holding company could have achieved but for such circumstancesadoption, change or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then upon notice such Lender may notify Borrower thereof. The Borrower agrees to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, pay to such Bank such additional Lender the amount or amounts as shall compensate such Bank for of such reduction in rate the return on capital as and when such reduction is determined upon presentation by such Lender of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end a statement of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of amount setting forth the affected BankLender’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusivecalculation thereof. In determining such amount, a Bank such Lender may use any reasonable averaging and attribution methods. Notwithstanding the foregoing, the Borrower shall have the right, in lieu of making the payment referred to in this §4.6, to prepay the Loan of the applicable Lender within forty-five (45) days of such demand for payment and avoid the payment of the amounts otherwise due under this §4.6, provided, however, that the Borrower shall be required to pay, together with such prepayment of the Loan, all other costs, damages and expenses otherwise due under this Agreement as a result of such prepayment.

Capital Adequacy. If In the event that after the Effective Date, any Change applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in Directives shall imposeeffect and whether or not presently applicable to Bank, modify or deem applicable any capital adequacy interpretation or similar requirement (including without limitation a administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Bank with any guideline, request or requirement which directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects or would affect the manner in which any amount of capital required or expected to be maintained by the Bank (including or any corporation controlling the L/C Issuer) allocates capital resources to its commitmentsBank), including its obligations hereunder) and as a result thereof, in the sole opinion Bank determines that the amount of such Bankcapital is increased by or based upon the existence of any obligations of the Bank hereunder or the making or maintaining any Loans, and such increase has the effect of reducing the rate of return on Bank's (or such Bank’s controlling corporation's) capital as a consequence of its such obligations hereunder (including with respect to L/Cs) is or will be reduced the making or maintaining such Loans to a level below that which the Bank (or such Bank controlling corporation) could have achieved but for such circumstancescircumstances (taking into consideration its policies with respect to capital adequacy), then upon notice to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, Company shall pay to Bank, within thirty (30) days of Company's receipt of written notice from Bank demanding such compensation, additional amounts sufficient to compensate the Bank (or such additional controlling corporation) for any increase in the amount or amounts as shall compensate such Bank for such reduction in of capital and reduced rate of return for (i) which Bank reasonably determines to be allocable to the existence of any obligations of Bank hereunder or to the making or maintaining any Loans that are outstanding under hereunder or otherwise in respect of any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month indebtedness hereunder. A certificate of Bank setting forth the basis in which reasonable detail for determining such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts necessary to compensate Bank shall be conclusively presumed correct, absent manifest error. Notwithstanding the foregoing, Company shall not be required to compensate Bank pursuant to this Section 2.7(bfor any period prior to the ninetieth (90th) during day preceding the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank date of the event by reason of which it has become so entitled. A certificate as to any Bank's demand for such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodscompensation.

Capital Adequacy. If any Change in Directives shall impose, modify or deem applicable any capital adequacy or similar requirement (including without limitation a request or requirement which affects after the manner in which date hereof any Bank determines that (including i) the L/C Issueradoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) allocates regarding capital resources to its commitments, including its obligations hereunder) and as requirements for banks or bank holding companies or any change in the interpretation or application thereof by a result thereofcourt or governmental authority with appropriate jurisdiction, in each case subsequent to the sole opinion Closing Date, or (ii) compliance by such Bank or any corporation controlling such Bank with any such adoption of or change in, law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such Bankentity regarding capital adequacy, has the rate effect of reducing the return on such Bank’s capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced 's Notes to a level below that which such Bank could have achieved but for such circumstancesadoption, change or compliance (taking into consideration such Bank'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 to be material, then upon notice to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, pay to such Bank may notify the Borrower of such additional fact. To the extent that the amount or amounts as of such reduction in the return on capital is not reflected in the Base Rate, the Borrower and such 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 for in light of these circumstances. If the Borrower and such reduction in rate of return for Bank are unable to agree to such adjustment within thirty (i30) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end days of the calendar month in date on which the Borrower receives such Change in Directives becomes effectivenotice, and then commencing on the date of such notice (iii) any portion but not earlier than the effective date of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional increased capital requirement), the fees payable hereunder shall increase by an amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shallwill, in the absence of manifest errorsuch Bank's reasonable determination, be final provide adequate compensation. Each Bank shall allocate such cost increases among its customers in good faith and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodson an equitable basis.

Capital Adequacy. If any Change in Directives shall imposepresent or future law, modify governmental rule, regulation, policy, guideline or deem applicable any capital adequacy directive (whether or similar requirement (including without limitation not having the force of law) or the interpretation thereof by a request court or requirement which governmental authority with appropriate jurisdiction affects the manner in which amount of capital required or expected to be maintained by any Bank (including Lender or the L/C Issuer) allocates Administrative Agent or any corporation controlling such Lender or the Administrative Agent and such Lender or the Administrative Agent determines that the amount of capital resources required to its commitments, including its obligations hereunder) and as a result thereof, in be maintained by it is increased by or based upon the sole opinion existence of such Bank, Lender's or the rate of return on such Bank’s capital as a consequence of its obligations hereunder (including Administrative Agent's commitment with respect to L/Cs) is any Loans, Letter of Credit Participations or will be reduced to a level below that which such Bank could have achieved but for such circumstancesLetters of Credit, then upon notice to Borrower through Agent, Borrower shall, subject to clause (c) such Lender or the Administrative Agent may notify the Borrowers of this Section 2.7, pay to such Bank fact. To the extent that the costs of such additional amount or amounts as shall compensate such Bank for such reduction increased capital requirements are not reflected in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect (if relating to Loans or Unpaid Reimbursement Obligations), the period, Borrowers and such Lender or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be) the Administrative Agent shall thereafter negotiate in good faith, it shall promptly notify, through Agent, Borrower and each other Bank within thirty (30) days of the event by reason day on which the Borrowers receive such notice, an adjustment payable hereunder that will adequately compensate such Lender or the Administrative Agent in light of these circumstances. If the Borrowers and such Lender or the Administrative Agent are unable to agree to such adjustment within thirty (30) days of the date on which it has become so entitled. A certificate as to the Borrowers receive such notice, then commencing on the date of such notice (but not earlier than the effective date of any such additional increased capital requirement), the fees payable hereunder shall increase by an amount that will, in such Lender's or amounts submitted by a Bankthe Administrative Agent's reasonable determination, through Agent, to Borrower provide adequate compensation. Each Lender and the other Banks Administrative Agent shall certify that similar demands have been made to other allocate such cost increases among its customers of such Bank that are subject to provisions similar to this Section 2.7(b) in good faith and shall, in the absence of manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodson an equitable basis.

Capital Adequacy. If Without limiting any Change in Directives shall impose, modify other provision of this Agreement or deem applicable any capital adequacy or similar requirement (including without limitation a request or requirement which affects the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereofLetter of Credit Agree- ment, in the sole opinion event that any Lender shall have determined that any law, treaty, governmental (or quasi-governmental) rule, regula- tion, guideline or order regarding capital adequacy not currently - 86 - in effect or fully applicable as of the Closing Date, or any change therein or in the interpretation or application thereof, or compliance by such BankLender with any request or directive regarding capital adequacy not currently in effect or fully applicable as of the Closing Date (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from a central bank or governmental authority or body having jurisdiction, does or shall have the effect of reducing the rate of return on such Bank’s Lender's capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced under the Letter of Credit Agreement to a level below that which such Bank Lender could have achieved but for such circumstanceslaw, treaty, rule, regulation, guideline or order, or such change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then upon within ten Business Days after written notice and demand by such Lender (with copies thereof to the Co-Agents), each Borrower through Agent, Borrower shall, subject shall from time to clause (c) of this Section 2.7, time pay to such Bank such Lender additional amount or amounts as shall sufficient to compensate such Bank Lender for such reduction (but, in rate the case of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the periodAdvances, or L/Cs that are outstanding, after the end without duplication of the calendar month in which any amounts already recovered by such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event Lender by reason of which it has become so entitledan adjustment in the applicable Base Rate). A Each certificate as to any such additional the amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to payable under this Section 2.7(b) and 4.17 (which certificate shall set forth the basis for requesting such amounts in reasonable detail), submitted to Interface by any Lender in good faith, shall, in the absence of absent manifest error, be final final, conclusive and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodsbinding for all purposes.

Capital Adequacy. If If, after the Closing Date, any Change adoption of, any change to or any change in Directives shall impose, modify the interpretation of any Governmental Rule by any Governmental Person exercising control over banks or deem applicable financial institutions generally or any court (whether or not having the force of law) affects or would affect the amount of capital adequacy required or similar requirement (including without limitation a request or requirement which affects the manner in which expected to be maintained by any Bank or any corporation controlling such Bank (including a "Capital Adequacy Event"), and the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion of such Bank, Capital Adequacy Event is to reduce the rate of return on capital of such Bank’s Bank or the capital of any corporation controlling such Bank as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced thereof to a level below that which such Bank could have achieved but for such circumstances, then upon notice Capital Adequacy Event (taking into consideration such Bank's policies with respect to Borrower through Agent, Borrower shall, subject to clause (ccapital adequacy) of this Section 2.7, pay to by an amount which such Bank deems to be material, such additional Bank shall promptly deliver to the Borrower and the Agent a statement of the amount or amounts as shall necessary to compensate such Bank for such the reduction in the rate of return for on its capital attributable to its Loans and 52 the commitments under this Credit Agreement (i) any Loans that are outstanding under any Interest Period commencing after such Change the "Capital Compensation Amount"). Each Bank shall determine the Capital Compensation Amount in Directives becomes effectivegood faith, (ii) any Loans bearing interest at the Base Rate with respect using reasonable attribution and averaging methods. Each Bank shall, from time to time, furnish to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A Agent a certificate as to any such additional the amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and so determined. Such certificate shall, in the absence of manifest error, be final conclusive and conclusivebinding as to the amount thereof. In determining Such amount shall be due and payable by the Borrower to such amountBank ten (10) days after such notice is given. As soon as practicable after any Capital Adequacy Event, such Bank shall submit to the Borrower and the Agent estimates of the Capital Compensation Amounts that would be payable as a Bank may use any reasonable averaging and attribution methodsfunction of such Bank's commitments hereunder.

Capital Adequacy. If any Change in Directives Lender shall impose, modify or deem applicable determine that the adoption of any Applicable Law regarding the capital adequacy of banks or similar requirement (including without limitation a bank holding companies, or any change in any Applicable Law or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender with any request or requirement which affects directive regarding capital adequacy (whether or not having the manner in which force of law) of any Bank (including such governmental authority, central bank or comparable agency, has the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Bank’s Lender's capital as a consequence of its commitment or its obligations to fund or maintain Advances hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank it could have achieved but for such circumstancesadoption, then change or compliance (taking into consideration such Lender's policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that such Lender's capital was fully utilized prior to such adoption, change or compliance) by an amount deemed by such Lender in good faith to be material and such Lender has attempted in good faith, but without success, to mitigate or eliminate such reduction in its rate of return by assigning its Loans and its portion of the Commitment to an affiliate of such Lender if such assignment would be reasonable under the circumstances as determined by such Lender in good faith and would not be otherwise disadvantageous to such Lender, then, upon notice to the earlier of demand by such Lender or the Maturity Date, the Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, shall immediately pay to such Bank Lender, such additional amount or amounts as shall be sufficient to compensate such Bank Lender for such reduction reduced return, together with interest on such amount from the fourth (4th) day after the date of demand or the Maturity Date, as applicable, until payment in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest full thereof at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitledDefault Rate. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject Lender setting forth the amount to provisions similar be paid to such Lender by the Borrower as a result of any event referred to in this Section 2.7(b) and paragraph shall, in the absence of absent manifest error, be final and conclusive. In determining , and, at the Borrower's request, such amount, a Bank may use any reasonable averaging and attribution methodsLender shall set forth the basis for such determination.

Capital Adequacy. If as a result of any Change in Directives regulatory change ---------------- directly or indirectly affecting Lender or any of Lender's affiliated companies there shall imposebe imposed, modify modified or deem deemed applicable any tax, reserve, special deposit, minimum capital, capital adequacy ratio, or similar requirement (including without limitation a request against or requirement which affects the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion of such Bank, the rate of return on such Bank’s capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will measured by reference to loans made or to be reduced to a level below that which such Bank could have achieved but for such circumstances, then upon notice made to Borrower through Agenthereunder, or to Letters of Credit issued on behalf of Borrower shallpursuant to the Letter of Credit Agreement, subject and the result shall be to clause increase the cost to Lender or to any of Lender's affiliated companies of making or maintaining any Revolving Loan or Letter of Credit hereunder, or reduce any amount receivable in respect of any such Revolving Loan and which increase in cost, or reduction in amount receivable, shall be the result of Lender's or Lender's affiliated company's reasonable allocation among all affected customers of the aggregate of such increases or reductions resulting from such event, then, within ten (c10) days after receipt by Borrower of a certificate from Lender containing the information described in this Section 2.73.5 which shall be delivered to Borrower, ----------- Borrower agrees from time to time to pay to such Bank Lender such additional amount or amounts as shall be sufficient to compensate such Bank Lender or any of Lender's affiliated companies for such increased costs or reductions in amounts which Lender determines in Lender's reasonable discretion are material. Notwithstanding the foregoing, all such amounts shall be subject to the provisions of Section 3.4. The certificate ----------- requesting compensation under this Section 3.5 shall identify the regulatory ----------- change which has occurred, the requirements which have been imposed, modified or deemed applicable, the amount of such additional cost or reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to amount receivable and the period, or L/Cs that are outstanding, after the end of the calendar month way in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it amount has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodscalculated.

Capital Adequacy. If In the event that any Lender shall have determined that a Regulatory Change in Directives shall impose, modify or deem applicable any capital adequacy or similar requirement (including without limitation a request or requirement which affects has the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Bank’s Lender's capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank Lender could have achieved but for such circumstancesadoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then upon notice from time to time, ten (10) days after submission by such Lender to the Borrower through (with a copy to the Administrative Agent, Borrower shall, subject to clause (c) of this Section 2.7a 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 Bank Lender such additional amount or amounts as shall will compensate such Bank 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 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 law, regulation, interpretation, request or directive, such Lender reasonably could not have known that the resulting reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at might arise. Each Lender will notify the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines Borrower that it may be is entitled to claim any additional amounts compensation pursuant to this Section 2.7(b) during subsection as promptly as practicable after it determines to request such compensation; provided, however, that the next succeeding Interest Period or month, as failure to provide such notice shall not restrict the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers ability of such Bank that are subject Lender to provisions similar to be reimbursed under this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methods2.13.

Capital Adequacy. If after the date hereof, the adoption of any Change in Directives shall impose, modify or deem applicable any Applicable Law regarding the capital adequacy or similar requirement liquidity of banks or bank holding companies, or any change in Applicable Law (including without limitation a request whether adopted before or requirement which affects after the manner Restatement Date) or any change in which the interpretation or administration thereof by any Bank (including governmental authority, central bank or comparable agency charged with the L/C Issuer) allocates capital resources to its commitmentsinterpretation or administration thereof, including its obligations hereunder) and as a result thereofany such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, in or compliance by such Lender (or the sole opinion bank holding company of such BankLender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bankany Lender’s capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced the Loans and the Commitments to a level below that which such Bank it could have achieved but for such circumstancesadoption, then change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lender’s (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon notice demand by such Lender, the relevant Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the relevant Borrower through Agentpursuant to Section 10.3) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the relevant Borrower shall, subject as a result of any event referred to clause (c) in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.72.11, pay no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the relevant Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the relevant Borrower of the circumstances giving rise to such Bank increased costs or reductions and of such additional amount Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or amounts as reductions is retroactive, then the six (6) month period referred to above shall compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect be extended to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to include the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methodsretroactive effect thereof).

Capital Adequacy. If at any Change in Directives shall imposetime after the date hereof, modify and from time to time, any law, rule, regulation or deem applicable treaty now existing or hereafter promulgated regarding capital adequacy, or any adoption thereof, ruling thereon, change therein, or interpretation thereof now existing or hereafter made by any governmental authority, central bank or comparable agency regarding capital adequacy, or compliance by Lender with any request, directive, or requirement now existing or hereafter imposed by any governmental authority, central bank or comparable agency regarding capital adequacy (whether or similar requirement (including without limitation not having the force of law), shall result in Lender incurring a request or requirement which affects the manner reduction in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion of such Bank, the rate of return on such Bank’s Lender's capital as a consequence of its Lender's obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank Lender otherwise could have achieved but for such circumstances, then upon notice in an amount deemed by Lender to Borrower through Agent, Borrower shall, subject to clause be material (c) of this Section 2.7, pay to such Bank such additional amount or amounts as shall compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shallLender may, in the absence of manifest error, be final and conclusive. In determining such amount, a Bank utilize such assumptions and allocations of costs and expenses as Lender shall deem reasonable and may use any reasonable averaging or attribution method), then, Lender may, from time to time, notify Borrower and attribution methods.deliver to Borrower a certificate setting forth in reasonable detail the calculation of the amount necessary to compensate Lender for the reductions incurred. In such event, Borrower agrees that it shall, within thirty (30) days, either (i) pay such amount to Lender, or (ii) renegotiate the interest rate on the Note to a rate mutually acceptable to Borrower and Lender. Failing Borrower's payment of such amount pursuant to clause (i) above or the renegotiation of the interest rate pursuant to clause (ii) above, Borrower agrees that it shall, within ninety (90) days thereafter, pay the Obligation in full and terminate this Agreement. 2.7

Capital Adequacy. If any Change in Directives Bank shall imposedetermine that the ---------------- adoption, modify or deem applicable after the date hereof, of any Applicable Law regarding the capital adequacy of banks or similar requirement (including without limitation a bank holding companies, or any change therein or in any Applicable Law existing as of the date hereof, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank with any request or requirement which affects directive regarding capital adequacy (whether or not having the manner in which force of law) of any Bank (including such governmental authority, central bank or comparable agency, has or would have the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Bank’s 's capital as a consequence of its commitment of its obligations to fund or maintain Advances hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank it could have achieved but for such circumstancesadoption, then change or compliance (taking into consideration such Bank's policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that such Bank's capital was fully utilized prior to such adoption, change or compliance) by an amount deemed by such Bank in good faith to be material, then, upon notice to the earlier of demand by such Bank or the Maturity Date, the Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, shall immediately pay to such Bank Bank, such additional amount or amounts as shall be sufficient to compensate such Bank for such reduction reduced return, together with interest on such amount from the fourth (4th) day after the date of demand or the Maturity Date, as applicable, until payment in rate full thereof at the Default Rate. Any Bank claiming compensation under this Section 2.12 shall notify the Borrower of return for any event occurring after the date of this Agreement entitling such Bank to such compensation as promptly as practicable, but in any event within forty-five (i45) any Loans that are outstanding under any Interest Period commencing days, after such Change in Directives becomes effectiveBank obtains actual knowledge thereof; provided that if such Bank fails to give such notice within forty-five -------- (45) days after it obtains actual knowledge of such an event, (ii) any Loans bearing interest at the Base Rate such Bank shall, with respect to the periodsuch compensation in respect of any costs resulting from such event, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may only be entitled to claim any additional amounts pursuant payment under the Section 2.12 for costs incurred from and after the date forty-five (45) days prior to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other date that such Bank of the event by reason of which it has become so entitleddoes give such notice. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject setting forth the amount to provisions similar be paid to such Bank by the Borrower as a result of any event referred to in this Section 2.7(b) and paragraph shall, in the absence of absent manifest error, be final and conclusive. In determining , and, at the Borrower's request, such amount, a Bank may use any reasonable averaging and attribution methodsshall set forth the basis for such determination.

Capital Adequacy. If any Change present or future, or any change in Directives shall imposeany present or future, modify law, governmental rule, regulation, policy, guideline or deem applicable directive (whether or not having the force of law) or the interpretation thereof by any capital adequacy court or similar requirement (including without limitation a request or requirement which governmental authority with appropriate jurisdiction affects the manner amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender, and such Lender determines that the amount of capital required to be maintained by it or such corporation is increased by or based upon the existence of its Commitment or any of the Loans made pursuant hereto, then such Lender may notify the Borrower of such fact. To the extent that the costs of such increased capital requirements are not reflected in the rates of interest payable hereunder, the Borrower and such Lender shall thereafter attempt to negotiate in good faith, within thirty (30) days after the day on which the Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Lender in light of these circumstances. If the Borrower and such Lender are unable to agree to such adjustment within thirty (30) days after 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 Bank (including such increased capital requirement), the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereoffees payable hereunder shall increase by an amount that will, in the sole opinion of such BankLender’s reasonable determination, the rate of return on such Bank’s capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank could have achieved but for such circumstances, then upon notice to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, pay to such Bank such additional amount or amounts as shall compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusive. In determining such amount, a Bank may use any reasonable averaging and attribution methods.provide adequate

Capital Adequacy. If If, after the date hereof, any Change in Directives Bank shall impose, modify or deem applicable have reasonably determined that the adoption of any Applicable Law regarding the capital adequacy of banks or similar requirement bank holding companies, or any change in Applicable Law (including without limitation a request whether adopted before or requirement which affects after the manner Agreement Date) or any change in which the interpretation or administration thereof by any Bank (including governmental authority, central bank or comparable agency charged with the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result interpretation or administration thereof, in or compliance by such Bank with any directive regarding capital adequacy (whether or not having the sole opinion force of law) of any such Bankgovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank’s 's capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank it could have achieved but for such circumstancesadoption, then upon notice change or compliance (taking into consideration such Bank's policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that such Bank's capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Bank to be material, then, within sixty (60) days of written demand by such Bank, the Borrower through Agentshall in its discretion, Borrower shall(i) provide a replacement bank or banks for such Bank, which replacement bank or banks will be subject to clause the approval of the Administrative Agent and the Majority Banks (cwhich approval will not be unreasonably withheld), and shall take all necessary actions to transfer the rights, duties and obligations of such Bank to such replacement bank or banks within such 60-day period (including the payment in full of all Obligations hereunder due to the Bank being replaced) of this Section 2.7or (ii) thereafter from time to time upon written demand by such Bank, promptly pay to such Bank such additional amount or amounts as shall be sufficient to compensate such Bank for such reduction reduced return, together with interest on such amount from the fourth (4th) day after the date of demand until payment in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest full thereof at the Base Rate with respect to plus the period, or L/Cs that are outstanding, after the end of the calendar month Applicable Margin in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitledeffect for Base Rate Advances. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject setting forth the amount to provisions similar be paid to such Bank by the Borrower as a result of any event referred to in this Section 2.7(b) paragraph and shallsupporting calculations in reasonable detail, in which shall be delivered to the absence of Borrower by such Bank with any such demand, shall be conclusive, absent manifest error, and, at the Borrower's request, such Bank shall demonstrate the basis for such determination. Each Bank further agrees that it shall use reasonable, good faith efforts to give the Borrower thirty (30) days prior notice of any proposed adoption of or any change in any Applicable Law regarding capital adequacy of banks or bank holding companies, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank or comparable agency which may have General Communication, Inc. - Form 8-K Page 187 the effect of reducing the rate of return on such Bank's capital as a consequence of its obligation hereunder to a level below that which it could have achieved but for such adoption, change or compliance by an amount which may be final and conclusive. In determining deemed by such amount, a Bank may use any reasonable averaging and attribution methodsto be material.

Capital Adequacy. If If, after the date of this Agreement, the Purchaser shall have determined that the adoption of any Change Applicable Law, rule or regulation regarding capital adequacy, or any change therein, or any change in Directives shall imposethe interpretation or administration thereof by any governmental authority, modify central bank or deem applicable comparable agency charged with the interpretation or administration thereof, or compliance by the Purchaser with any request or directive regarding capital adequacy (whether or similar requirement (including without limitation a request not having the force of law) of any such authority, central bank or requirement which affects comparable agency, has or would have the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Bank’s the Purchaser's capital (whether on this credit facility or otherwise) as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank the Purchaser could have achieved but for such circumstancesadoption, change or compliance (taking into consideration the Purchaser's policies with respect to capital adequacy) by an amount deemed by the Purchaser to be material, then from time to time, promptly upon notice to Borrower through Agentdemand by the Purchaser, Borrower shall, subject to clause (c) of this Section 2.7, the Company shall pay to such Bank the Purchaser such additional amount or amounts as shall will compensate such Bank the Purchaser for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitledreduction. A certificate as to any such of the Purchaser claiming compensation under this Section and setting forth the additional amount or amounts submitted by a Bank, through Agent, to Borrower and be paid to it hereunder shall be PRIMA FACIE evidence of the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusivematters contained therein. In determining any such amount, a Bank the Purchaser may use any reasonable averaging and attribution methods. The Purchaser agrees to make reasonable efforts to allocate any such cost increase among its similarly situated customers in good faith and on an equitable basis; provided, however, that the Purchaser shall not be entitled to such amounts unless similar assessments are generally imposed by the Purchaser on other borrowers of the Purchaser that Purchaser determines to be comparable to the Company.

Capital Adequacy. If after the date hereof, any Bank shall ---------------- have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any other Regulatory Change in Directives shall impose, modify or deem applicable any capital adequacy or similar requirement (including without limitation a request or requirement which affects the manner in which compliance by any Bank (including or its Applicable Lending Office) with any request or directive regarding capital adequacy (whether or not having the L/C Issuer) allocates capital resources to its commitmentsforce of law), including its obligations hereunder) and as a result thereof, in has or would have the sole opinion effect of such Bank, reducing the rate of return on such Bank’s 's capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Bank could have achieved but for such circumstancesadoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy), then upon notice from time to time, within 10 Business Days after receipt by Borrower of a certificate of a Bank containing the information described in this Section 5.6 which shall be delivered to Borrower through AgentAgent and shall be conclusive as to the matters set forth therein absent manifest error, Borrower shall, subject to clause (c) of this Section 2.7, shall pay to such Bank Agent such additional amount or amounts as shall will compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusivereduction. In determining such amount, a such Bank may use any reasonable averaging and attribution methods.. A certificate of any Bank claiming compensation under this Section (a) shall identify the Regulatory Change, the amount that such Bank has reasonably determined will compensate it for any such Regulatory Change and the way in which such amount has been calculated, (b) shall be delivered to Borrower through Agent as promptly as practical after the Bank obtains knowledge of the Regulatory Change which entitled it to compensation pursuant to this Section, and (c) shall be conclusive as to the matters set forth therein in the absence of manifest error. Any amounts received by Agent from Borrower pursuant to this Section 5.6 shall be disbursed by Agent in immediately available funds to the Banks requesting such amounts. CREDIT AGREEMENT PAGE 30 ----------------

Capital Adequacy. If any Change Bank shall determine that any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in Directives shall imposethe interpretation or administration thereof by any governmental authority, modify central bank or deem applicable comparable agency charged with the interpretation or administration thereof or compliance by such Bank (or its lending office) with any request or directive regarding capital adequacy (whether or similar requirement (including without limitation a request not having the force of law) of any such authority, central bank or requirement which affects comparable agency, has or would have the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, including its obligations hereunder) and as a result thereof, in the sole opinion effect of such Bank, reducing the rate of return on such Bank’s 's capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or will be reduced credit extended by it hereunder to a level below that which such Bank could have achieved but for such circumstanceslaw, rule, regulation, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then upon notice from time to Borrower through Agent, Borrower shall, subject to clause (c) of this Section 2.7, pay to time as specified by such Bank the Company shall pay such additional amount or amounts as shall will compensate such Bank for such reduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitledreturn. A certificate as to of any such Bank claiming compensation under this Section and setting forth the additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks be paid to it hereunder in reasonable detail shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, be final and conclusivedeemed prima facie correct. In determining such amount, a such Bank may use any reasonable averaging and attribution methods. A Bank shall not be entitled to compensation under this Section with respect to any change, adoption or interpretation (a "Change") for any period prior to the earlier of (i) the date it notifies the Company of the Change or (ii) the date which thirty (30) days prior to the date such Bank obtains actual knowledge of the Change giving rise to the request for compensation if the Company is notified of the Change prior to the lapse of such 30-day period. Each Bank and the Agent shall use reasonable efforts to minimize the cost imposed on the Company in respect of any such increased capital requirement and shall compute the assessment of any such cost related to such increased capital on a nondiscriminatory basis among the Company, on the one hand, and other borrowers to which it applies, on the other hand, and neither such Bank nor any corporation controlling such Bank nor the Agent shall be entitled to demand compensation or be compensated for any increased capital requirement from the Company hereunder in excess of the amount so computed.