Common use of Capital Adequacy and Other Adjustments Clause in Contracts

Capital Adequacy and Other Adjustments. In the event that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be main­tained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder, then Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Agent) pay to Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided that the respective Lender shall not be entitled to receive additional amounts pursuant to this Section 1.8(a) for periods prior to the 180th day before the receipt of such notice and demand. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Borrower and Agent shall, absent manifest error, be final, conclusive and binding for all purposes.

Capital Adequacy and Other Adjustments. In the event that any Lender shall have determined that the adoption or implementation after the date hereof of any law, treaty, directive, governmental (or quasi-governmental) rule, regulation, guideline or order order, or any change in (or the interpretation, administration or application of) any of the same regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) ), in each case adopted or implemented after the Closing Date, from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be main­tained maintained by such Lender or any corporation controlling such Lender against commitments made by it under this Agreement in connection with the making or financing of the Revolving Loan and thereby reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder, then Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Agent) pay to Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided that the respective Lender shall not be entitled to receive additional amounts pursuant to this Section 1.8(a) for periods prior to the 180th day before the receipt of such notice and demand. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Borrower and Agent shall, absent manifest error, be final, conclusive and binding for all purposes.

Capital Adequacy and Other Adjustments. In the event that any Lender shall have determined that the adoption after the date hereof which is the 180th day prior to the Closing Date of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be main­tained maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder, then Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Agent) pay to Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided that the respective Lender shall not be entitled to receive additional amounts pursuant to this Section 1.8(a) for periods prior to the 180th day before the receipt of such notice and demand. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Borrower and Agent shall, absent manifest error, be final, conclusive and binding for all purposes.

Capital Adequacy and Other Adjustments. In the event that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements (other than any reserve or other requirements with respect to the Loans that are reflected in the definition of LIBOR or Base Rate) or compliance by any such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (other than any reserve or other requirements with respect to the Loans that are reflected in the definition of LIBOR or Base Rate) (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) ), from any central bank or governmental agency or body having jurisdiction jurisdiction, does or shall have the effect of increasing the amount of capital, reserves or other funds required to be main­tained maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s 's or such corporation’s 's capital as a consequence of its obligations hereunder, then Borrower Borrowers shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Collateral Agent) pay to Collateral Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided that the respective Lender shall not be entitled to receive additional amounts pursuant to this Section 1.8(a) for periods prior to the 180th day before the receipt of such notice and demand. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Borrower and Agent Borrowers shall, absent manifest error, be final, conclusive and binding for all purposes.

Capital Adequacy and Other Adjustments. In the event that Agent or any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Agent or such Lender or any corporation controlling Agent or such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be main­tained maintained by Agent or such Lender or any corporation controlling Agent or such Lender and thereby reducing the rate of return on Agent's or such Lender’s 's or such corporation’s 's capital as a consequence of this Agreement or its obligations hereunder, then Borrower Borrowers shall from time to time within fifteen (15) days after notice and demand from such Lender (with a copy to Agent) or Agent (together with the certificate referred to in the next sentence and with a copy to Agentsentence) pay to Agent, for the account of Agent or such Lender, Lender additional amounts sufficient to compensate Agent or such Lender for such reduction; provided that the respective Lender shall not be entitled to receive additional amounts pursuant to this Section 1.8(a) for periods prior to the 180th day before the receipt amount of such notice and demandcost or reduction. A certificate as to the amount of such cost or reduction to which Agent or any Lender is entitled to be compensated pursuant to this subsection 2.8 and showing the basis of the computation of such cost thereof submitted by Agent or such Lender to Borrower and Agent Representative shall, absent manifest error, be final, conclusive and binding for all purposes.

Capital Adequacy and Other Adjustments. (a) In the event that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall would have the effect of increasing the amount of capital, reserves or other funds required to be main­tained maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s or such corporation’s Lenders's capital as a consequence with respect to its Pro Rata Share of its obligations hereunderthe Term Loan, then Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Agent) pay to Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided provided, however, that, notwithstanding the foregoing, Borrower shall have no obligation to make any such payment in the event, if any, that the respective Lender shall not be entitled to receive additional amounts pursuant to this Section 1.8(a) for periods prior to the 180th day before the receipt of such notice and demanddemand was sent by such Lender more than ninety (90) days after it became aware of such law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Borrower and Agent shall, absent manifest error, be final, conclusive and binding for all purposes.

Capital Adequacy and Other Adjustments. (a) In the event that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall would have the effect of increasing the amount of capital, reserves or other funds required to be main­tained maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s or such corporation’s 's capital as a consequence of its obligations hereunder, then Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Agent) pay to Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided provided, however, that, notwithstanding the foregoing, Borrower shall have no obligation to make any such payment in the event, if any, that the respective Lender shall not be entitled to receive additional amounts pursuant to this Section 1.8(a) for periods prior to the 180th day before the receipt of such notice and demanddemand was sent by such Lender more than ninety (90) days after it became aware of such law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such (b) Lender to Borrower and Agent shall, absent manifest error, be final, conclusive and binding for all purposes.

Capital Adequacy and Other Adjustments. In the event that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order Applicable Law regarding capital adequacy, reserve requirements or similar requirements or compliance by any such Lender or any corporation Person controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency Governmental Authority or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be main­tained maintained by such Lender or any corporation Person controlling such Lender and thereby reducing the rate of return on such Lender’s or such corporationPerson’s capital as a consequence of its obligations hereunder, then Borrower Borrowers shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Agent) pay to Agent, Agent for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided that the respective Lender Borrowers shall not be entitled required to receive additional amounts compensate a Lender pursuant to this Section 1.8(asubsection 2.8(A) for periods any reductions in return incurred more than one hundred eighty (180) days prior to the 180th day before the receipt date that such Lender notifies Borrowers of such notice Applicable Law giving rise to such reductions and demandof such Lender’s intention to claim compensation therefor. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Borrower and Borrowing Agent shall, absent manifest error, be final, conclusive and binding for all purposes.

Capital Adequacy and Other Adjustments. In the event that Agent or any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Agent or such Lender or any corporation controlling Agent or such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be main­tained maintained by Agent or such Lender or any corporation controlling Agent or such Lender and thereby reducing the rate of return on Agent's or such Lender’s 's or such corporation’s 's capital as a consequence of its obligations hereunder, then Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (with a copy to Agent) or Agent (together with the certificate referred to in the next sentence and with a copy to Agent) pay to Agent, for the account of Agent or such Lender, as applicable, additional amounts sufficient to compensate Agent or such Lender Lender, as applicable, for such reduction; provided that the respective Lender shall not be entitled to receive additional amounts pursuant to this Section 1.8(a) for periods prior to the 180th day before the receipt of such notice and demand. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by Agent or such Lender to Borrower and Agent shall, absent manifest demonstrable error, be final, conclusive and binding for all purposes.. SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Capital Adequacy and Other Adjustments. In the event that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be main­tained maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s 's or such corporation’s 's capital as a consequence of its obligations hereunder, then Borrower Borrowers shall from time to time within fifteen (15) 15 days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Administrative Agent) pay to Administrative Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided that the respective Lender shall not be entitled to receive additional amounts pursuant to this Section 1.8(a) for periods prior to the 180th day before the receipt of such notice and demand. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Borrower and Agent Borrowers shall, absent manifest error, be final, conclusive and binding for all purposes.

Capital Adequacy and Other Adjustments. (a) In the event that any Lender shall have determined that the adoption after the date hereof Closing Date of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall would have the effect of increasing the amount of capital, reserves or other funds required to be main­tained maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s or such corporation’s 's capital as a consequence of its obligations hereunder, then Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Agent) pay to Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided provided, however, that, notwithstanding the foregoing, Borrower shall have no obligation to make any such payment in the event, if any, that the respective Lender shall not be entitled to receive additional amounts pursuant to this Section 1.8(a) for periods prior to the 180th day before the receipt of such notice and demanddemand was sent by such Lender more than ninety (90) days after it became aware of such law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Borrower and Agent shall, absent manifest error, be final, conclusive and binding for all purposes.

Capital Adequacy and Other Adjustments. In the event that any Lender shall have determined that the adoption after the date hereof of any lawLaw, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency Governmental Authority or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be main­tained maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s or such 41 corporation’s capital as a consequence of its obligations hereunder, then Borrower the Borrowers shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Agent) pay to Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided that the respective Lender shall not be entitled to receive additional amounts pursuant to this Section 1.8(a) for periods prior to the 180th day before the receipt of such notice and demand. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Borrower and Borrowing Agent shall, absent manifest error, be final, conclusive and binding for all purposes.

Capital Adequacy and Other Adjustments. In the event that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be main­tained maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s 's or such corporation’s 's capital as a consequence of its obligations hereunder, then Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Agent) pay to Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided that the respective Lender shall not be entitled to receive additional amounts pursuant to this Section 1.8(a) for periods prior to the 180th day before the receipt of such notice and demand. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Borrower and Agent shall, absent manifest error, be final, conclusive and binding for all purposes.

Capital Adequacy and Other Adjustments. In the event that any Lender shall have determined that the adoption after the date hereof which is the 180th day prior to the Restatement Date of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be main­tained maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder, then Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Agent) pay to Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided that the respective Lender shall not be entitled to receive additional amounts pursuant to this Section 1.8(a) for periods prior to the 180th day before the receipt of such notice and demand. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Borrower and Agent shall, absent manifest error, be final, conclusive and binding for all purposes.

Capital Adequacy and Other Adjustments. In the event that any Agent or any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any such Agent or such Lender or any corporation controlling such Agent or such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction and which generally applies to Persons similarly situated to such Agent or Lender, does or shall have the effect of increasing the amount of capital, reserves or other funds required to be main­tained maintained by such Agent or such Lender or any corporation controlling such Agent or such Lender and thereby reducing the rate of return on such Agent's or such Lender’s 's or such corporation’s 's capital as a consequence of its obligations hereunder, then Borrower shall from time to time within fifteen thirty (1530) days after notice and demand from such Lender or such Agent (with a copy to Administrative Agent) (together with the certificate referred to in the next sentence and with a copy to Agentsentence) pay to Agent, for the account of such Lender, Agent or such Lender additional amounts sufficient to compensate such Agent or such Lender for such reduction; provided that the respective Lender shall not be entitled to receive additional amounts pursuant to this Section 1.8(a) for periods prior to the 180th day before the receipt of such notice and demand. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such any Agent or any Lender to Borrower and Agent shall, absent manifest error, be final, conclusive and binding for all purposes.

Capital Adequacy and Other Adjustments. In the event that any Lender shall have determined that the adoption or implementation after the date hereof of any law, treaty, directive, governmental (or quasi-governmental) rule, regulation, guideline or order order, or any change in (or the interpretation, administration or application of) any of the same regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) ), in each case adopted or implemented after the Closing Date, from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be main­tained maintained by such Lender or any corporation controlling such Lender against commitments made by it under this Agreement in connection with the making or financing of the Revolving Loan and thereby reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder, then Borrower Borrowers shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Agent) pay to Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided that the respective Lender shall not be entitled to receive additional amounts pursuant to this Section 1.8(a) for periods prior to the 180th day before the receipt of such notice and demand. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Borrower Representative and Agent shall, absent manifest error, be final, conclusive and binding for all purposes.

Capital Adequacy and Other Adjustments. (a) In the event that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall would have the effect of increasing the amount of capital, reserves or other funds required to be main­tained maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s or such corporation’s 's capital as a consequence of its obligations hereunder, then Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Agent) pay to Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided provided, however, that, notwithstanding the foregoing, Borrower shall have no obligation to make any such payment in the event, if any, that the respective Lender shall not be entitled to receive additional amounts pursuant to this Section 1.8(a) for periods prior to the 180th day before the receipt of such notice and demanddemand was sent by such Lender more than ninety (90) days after it became aware of such law, treaty, governmental (or quasi- governmental) rule, regulation, guideline or order. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Borrower and Agent shall, absent manifest error, be final, conclusive and binding for all purposes.

Capital Adequacy and Other Adjustments. In the event that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be main­tained maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder, then Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Agent) pay to Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided that the respective Lender shall not be entitled to receive additional amounts pursuant to this Section 1.8(a) for periods prior to the 180th day before the receipt of such notice and demand. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Borrower and Agent shall, absent manifest demonstrable error, be final, conclusive and binding for all purposes.

Capital Adequacy and Other Adjustments. In the event that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive from any central bank or Governmental Authority or body charged with the administration thereof regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be main­tained maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder, then Borrower US Borrowers in the case of a US Lender or Netherlands Borrowers in the case of a Netherlands Lender shall from time to time within fifteen (15) days after notice and demand from such Lender (together with delivery of the certificate referred to in the next sentence and with a copy to Applicable Agent) pay to Agent, Applicable Agent for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided that the respective Lender shall not be entitled to receive additional amounts pursuant to this Section 1.8(a) for periods prior to the 180th day before the receipt of such notice and demand. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Applicable Borrower Representative and Applicable Agent shall, absent manifest error, be final, conclusive and binding for all purposes.

Capital Adequacy and Other Adjustments. (a) In the event that any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) ), in each case adopted after the Closing Date, from any central bank or governmental agency or body having jurisdiction does or shall would have the effect of increasing the amount of capital, reserves or other funds required to be main­tained maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender’s or such corporation’s 's capital as a consequence of its obligations hereunder, then Borrower shall from time to time within fifteen (15) days after notice and demand from such Lender (together with the certificate referred to in the next sentence and with a copy to Agent) pay to Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction; provided provided, however, that, notwithstanding the foregoing, Borrower shall have no obligation to make any such payment in the event, if any, that the respective Lender shall not be entitled to receive additional amounts pursuant to this Section 1.8(a) for periods prior to the 180th day before the receipt of such notice and demanddemand was sent by such Lender more than ninety (90) days after it became aware of such law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order. A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender to Borrower and Agent shall, absent manifest error, be final, conclusive and binding for all purposes.

Capital Adequacy and Other Adjustments. In the event that Administrative Agent or any Lender shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Administrative Agent or such Lender or any corporation controlling Administrative Agent or such Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank or governmental agency or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be main­tained maintained by Administrative Agent or such Lender or any corporation controlling Administrative Agent or such Lender and thereby II-49 reducing the rate of return on Administrative Agent's or such Lender’s 's or such corporation’s 's capital as a consequence of its obligations hereunder, then Borrower Borrowers shall from time to time within fifteen (15) days after notice and demand from such Lender (with a copy to Administrative Agent) or Administrative Agent (together with the certificate referred to in the next sentence and with a copy to Agentsentence) pay to Agent, for the account of Administrative Agent or such Lender, Lender additional amounts sufficient to compensate Administrative Agent or such Lender for such reduction; provided that the respective Lender shall not be entitled to receive additional amounts pursuant to this Section 1.8(a) for periods prior to the 180th day before the receipt of such notice and demand. A certificate as to the amount of such cost and showing the basis of the computation of such cost thereof submitted by such Administrative Agent or any Lender to Borrower and Agent Representative shall, absent manifest error, be final, conclusive and binding for all purposes.