Common use of Capital Adequacy Adjustment Clause in Contracts

Capital Adequacy Adjustment. In the event that any Holder shall have determined that the adoption, effectiveness, phase in or applicability after the Effective Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or 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 Holder (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Holder or any corporation controlling such Holder as a consequence of, or with reference to, such Holder’s Commitments, Notes or participations therein or other obligations hereunder with respect to the Notes to a level below that which such Holder or such controlling corporation could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Holder or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Administrative Co-Issuer from such Holder of the statement referred to in the next sentence, Co-Issuers shall pay to such Holder such additional amount or amounts as will compensate such Holder or such controlling corporation on an after tax basis for such reduction. Such Holder shall deliver to Administrative Co-Issuer (with a copy to Note Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Holder under this Section 2.17(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Holder Lender shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Effective Date date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or 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 Holder Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Holder Lender or any corporation controlling such Holder Lender as a consequence of, or with reference to, such HolderLender’s CommitmentsLoans, Notes or participations therein or other obligations hereunder with respect to the Notes Loans to a level below that which such Holder Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Holder Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Administrative Co-Issuer the Borrower from such Holder Lender of the statement referred to in the next sentence, Co-Issuers the Borrower shall pay to such Holder Lender such additional amount or amounts as will compensate such Holder Lender or such controlling corporation on an after after-tax basis for such reduction. Such Holder Lender shall deliver to Administrative Co-Issuer the Borrower (with a copy to Note Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Holder Lender under this Section 2.17(b2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Holder Lender shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Effective Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or 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 Holder Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Holder Lender or any corporation controlling such Holder Lender as a consequence of, or with reference to, such HolderLender’s CommitmentsLoans, Notes or participations therein or other obligations hereunder with respect to the Notes Loans, to a level below that which such Holder Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Holder Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Administrative Co-Issuer the Borrower from such Holder Lender of the statement referred to in the next sentence, Co-Issuers the Borrower shall pay to such Holder Lender such additional amount or amounts as will shall compensate such Holder Lender or such controlling corporation on an after after-tax basis for such reduction. Such Holder Lender shall deliver to Administrative Co-Issuer the Borrower (with a copy to Note the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Holder Lender under this Section 2.17(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Holder shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Effective Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, reserve requirements, or similar requirements, or any change therein or 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 Holder (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Holder or any corporation controlling such Holder as a consequence of, or with reference to, such Holder’s Commitments, 's Notes or participations therein or other obligations hereunder with respect to the Notes to a level below that which such Holder or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Holder or such controlling corporation with regard to capital adequacy), then from time to time, within five (5) Business Days after receipt by Administrative Co-Issuer the Borrower Representative from such Holder of the statement referred to in the next sentence, Co-Issuers the Borrowers shall pay to such Holder such additional amount or amounts as will compensate such Holder or such controlling corporation on an after after-tax basis for such reduction. Such Any such Holder shall deliver to Administrative Co-Issuer the Borrower Representative (with a copy to Note the Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Holder under this Section 2.17(b)2.13, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Holder Lender shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Effective Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or 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 Holder Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Holder Lender or any corporation controlling such Holder Lender as a consequence of, or with reference to, such Holder’s Commitments, Notes Lender's Term Loans or participations therein or other obligations hereunder with respect to the Notes Term Loans to a level below that which such Holder Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Holder Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Administrative Co-Issuer Borrower from such Holder Lender of the statement referred to in the next sentence, Co-Issuers Borrower shall pay to such Holder Lender such additional amount or amounts as will compensate such Holder Lender or such controlling corporation on an after after-tax basis for such reduction. Such Holder Lender shall deliver to Administrative Co-Issuer Borrower (with a copy to Note Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Holder Lender under this Section 2.17(b2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Holder Lender shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Effective Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or 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 Holder Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Holder Lender or any corporation controlling such Holder Lender as a consequence of, or with reference to, such Holder’s CommitmentsLender's Term Loans, Notes or participations therein or other obligations hereunder with respect to the Notes Term Loans to a level below that which such Holder Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Holder Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Administrative Co-Issuer the Company from such Holder Lender of the statement referred to in the next sentence, Co-Issuers the Company shall pay to such Holder Lender such additional amount or amounts as will shall compensate such Holder Lender or such controlling corporation on an after after-tax basis for such reduction. Such Holder Lender shall deliver to Administrative Co-Issuer the Company (with a copy to Note the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Holder such Lender under this Section 2.17(b2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Holder Lender shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Effective Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or 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 Holder Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Holder Lender or any corporation controlling such Holder Lender as a consequence of, or with reference to, such Holder’s CommitmentsLender's Term Loans, Notes or participations therein or other obligations hereunder with respect to the Notes Term Loans to a level below that which such Holder Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Holder Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Administrative Co-Issuer the Company from such Holder Lender of the statement referred to in the next sentence, Co-Issuers the Company shall pay to such Holder Lender such additional amount or amounts as will shall compensate such Holder Lender or such controlling corporation on an after after-tax basis for such reduction. Such Holder Lender shall deliver to Administrative Co-Issuer the Company (with a copy to Note the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Holder Lender under this Section 2.17(b2.16(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Holder Lender shall have determined that the adoption, effectiveness, phase phase-in or applicability after the Effective Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or 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 Holder Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Holder Lender or any corporation controlling such Holder Lender as a consequence of, or with reference to, such Holder’s CommitmentsLender's Term Loans, Notes or participations therein or other obligations hereunder with respect to the Notes Term Loans to a level below that which such Holder Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Holder Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Administrative Co-Issuer the Company from such Holder Lender of the statement referred to in the next sentence, Co-Issuers the Company shall pay to such Holder Lender such additional amount or amounts as will compensate such Holder Lender or such controlling corporation on an after after-tax basis for such reduction. Such Holder Lender shall deliver to Administrative Co-Issuer the Company (with a copy to Note the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Holder Lender under this Section 2.17(b2.16(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Holder Lender shall have determined that the adoption, effectiveness, phase phase-in or initial applicability after the Effective Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or 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 Holder Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Holder Lender or any corporation controlling such Holder Lender as a consequence of, or with reference to, such Holder’s Commitments, Notes or participations therein Lender's Loans or other obligations hereunder with respect to the Notes Loans to a level below that which such Holder Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase phase-in, applicability, change or compliance (taking into consideration the policies of such Holder Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days SECOND LIEN CREDIT AGREEMENT EXECUTION 38 after receipt by Administrative Co-Issuer Company from such Holder Lender of the statement referred to in the next sentence, Co-Issuers Company shall pay to such Holder Lender such additional amount or amounts as will compensate such Holder Lender or such controlling corporation on an after after-tax basis for such reduction. Such Holder Lender shall deliver to Administrative Co-Issuer Company (with a copy to Note Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Holder Lender under this Section 2.17(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Capital Adequacy Adjustment. In the event that any Holder Lender shall have determined that the adoption, effectiveness, phase in or applicability after the Effective Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or 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 Holder Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Holder Lender or any corporation controlling such Holder Lender as a consequence of, or with reference to, such HolderLender’s Commitments, Notes Loans or participations therein Revolving Commitments or other obligations hereunder with respect to the Notes Loans to a level below that which such Holder Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Holder Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Administrative Co-Issuer the Borrower Representative from such Holder Lender of the statement referred to in the next sentence, Co-Issuers the Borrowers shall pay to such Holder Lender such additional amount or amounts as will compensate such Holder Lender or such controlling corporation on an after tax basis for such reduction. Such Holder Lender shall deliver to Administrative Co-Issuer the Borrower Representative (with a copy to Note Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Holder Lender under this Section 2.17(b2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.