Common use of Capital Adequacy Clause in Contracts

Capital Adequacy. If, after the Closing Date, the Lender 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 the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender or its holding company 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, has or would have the effect of reducing the rate of return on the Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder to a level below that which the Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender’s or its holding company’s policies with respect to capital adequacy), then, upon notice from the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender.

Capital Adequacy. If(a) In the event that Agent, after the Closing Date, the Swing Loan Lender has or any Lender shall have determined that the adoption any Applicable Law or effectiveness of any applicable law, rule or regulation guideline regarding capital adequacyadequacy or liquidity, or any change therein, Change in Law or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling Agent, Swing Loan Lender or its holding company any Lender and the office or branch where Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any LIBOR Rate Loans) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent, Swing Loan Lender or any Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder (including the making of any Swing Loans) to a level below that which the Agent, Swing Loan Lender or its holding company such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Agent’s, Swing Loan Lender’s or its holding companyand each Lender’s policies with respect to capital adequacy)adequacy and liquidity) by an amount deemed by Agent, Swing Loan Lender or any Lender to be material, then, upon notice from the Lendertime to time, the Borrower Borrowers shall pay upon demand to the Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate the Agent, Swing Loan Lender or its holding company such Lender for such reduction. Each determination by the In determining such amount or amounts, Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of amounts owing under this Section shall3.9 shall be available to Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, rule, regulation, guideline or condition. (b) A certificate of Agent or such Lender setting forth such amount or amounts as shall be necessary to compensate Agent or such Lender with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be . (c) If Agent or any Lender requests compensation under any obligation Section 3.7 or Section 3.9 or if Borrowers are required to pay any additional amount to the Agent or any Lender amounts otherwise owing under this pursuant to Section 2.5 if the 3.7 or Section 3.9, then such Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch lending office for funding or Affiliate of the Lender as the office, branch booking its Advances hereunder or Affiliate of the Lender having the commitments to assign its rights and obligations hereunder to another of the Lender hereunder if making such designation would avoid its offices, branches or reduce the amount of such reduction in its rate of return on its capital or assets and would notaffiliates, if, in the reasonable judgment of the Agent or such Lender, such designation or assignment (i) would eliminate or reduce materially amounts payable pursuant to Section 3.7 or Section 3.9, as the case may be, in the future, (ii) would not subject Agent or such Lender to any unreimbursed cost or expense, (iii) would not require Agent or such Lender to take any action inconsistent with its internal policies or legal or regulatory restrictions, and (iv) would not otherwise be otherwise disadvantageous to the Agent or such Lender.

Capital Adequacy. IfIf Lender shall have determined, after the Closing Dateclosing of the Loans, the Lender has determined that the adoption or effectiveness of any applicable law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender (or its holding company lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Lender's capital (or the Lender’s or capital of its holding company’s capital ) as a consequence of its commitments or obligations hereunder to a level below that which the Lender (or its holding company company) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration Lender's policies or the Lender’s or policies of its holding company’s policies company with respect to capital adequacy)) by an amount deemed by Lender to be material, thenthen from time to time, upon notice from the within fifteen (15) days after demand by Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender (or its holding company company) for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder lending office if making such designation would will avoid the need for, or reduce the amount of of, such reduction in its rate of return on its capital or assets compensation and would will not, in the reasonable judgment of the Lender, be otherwise disadvantageous to Lender. A certificate of Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, Lender may use any reasonable averaging and attribution methods. Failure on the part of Lender to demand compensation for any reduction in return on capital with respect to any period shall not constitute a waiver of Lender'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 Lender regardless of any possible contention of the invalidity or inapplicability of the law, regulation or other condition that shall have been imposed.

Capital Adequacy. If(a) In the event that Agent, after the Closing Date, the Swing Loan Lender has or any Lender shall have determined that the adoption any Applicable Law or effectiveness of any applicable law, rule or regulation guideline regarding capital adequacyadequacy or liquidity, or any change therein, Change in Law or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling Agent, Swing Loan Lender or its holding company any Lender and the office or branch where Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any Term SOFR Rate Loans) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent, Swing Loan Lender or any Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder (including the making of any Swing Loans) to a level below that which the Agent, Swing Loan Lender or its holding company such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Agent’s, Swing Loan Lender’s or its holding companyand each Lender’s policies with respect to capital adequacy)adequacy and liquidity) by an amount deemed by Agent, Swing Loan Lender or any Lender to be material, then, upon notice from the Lendertime to time, the Borrower Borrowers shall pay upon demand to the Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate the Agent, Swing Loan Lender or its holding company such Lender for such reduction. Each determination by the In determining such amount or amounts, Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of amounts owing under this Section shall3.9 shall be available to Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, rule, regulation, guideline or condition. (b) A certificate of Agent, Swing Loan Lender or such Lender setting forth such amount or amounts as shall be necessary to compensate Agent, Swing Loan Lender or such Lender with respect to Section 3.9(a) when delivered to Borrowing Agent shall be conclusive absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender.

Capital Adequacy. If, If after the Closing Agreement Date, any Lender or Issuing Bank (or any Affiliate of the Lender has foregoing) shall have reasonably determined that the adoption or effectiveness of any applicable lawApplicable Law, rule governmental rule, regulation or regulation order regarding the capital adequacyadequacy of banks or 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 the such Lender or its holding company Issuing Bank (or any Affiliate of the foregoing) 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 agencyagency (but only if such adoption, change, request or directive occurs after the Agreement Date), has or would have the effect of reducing the rate of return on the such Lender’s or its holding companyIssuing Bank’s (or any Affiliate of the foregoing) capital as a consequence of its commitments such Lender’s or Issuing Bank’s Revolving Loan Commitment or obligations hereunder to a level below that which the Lender or its holding company it could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s or its holding companyIssuing Bank’s (or any Affiliate of the foregoing) policies with respect to capital adequacyadequacy 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 from the Lenderdemand by such Lender or Issuing Bank, the Borrower Borrowers shall immediately pay to the such Lender or Issuing Bank such additional amount or amounts as will shall be sufficient to compensate the such Lender or its holding company Issuing Bank for any such reductionreduction actually suffered; provided, however, that there shall be no duplication of amounts paid to a Lender pursuant to this sentence and Section 12.3. Each determination A certificate of such Lender or Issuing Bank setting forth the amount to be paid to such Lender or Issuing Bank by the Lender Borrowers as a result of amounts owing under any event referred to in this Section paragraph shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderconclusive.

Capital Adequacy. If, after the Closing Date, the If any Lender has reasonably determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacyadequacy made after the date hereof, or any change thereintherein made after 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 thereofthereof made after the date hereof, or compliance by the such Lender or its holding parent company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agencyagency made after the date hereof, has or would have the effect of reducing the rate of return on the such Lender’s 's or its holding parent company’s 's capital or assets as a consequence of its commitments or obligations hereunder to a level below that which the such Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender’s or policies of such Lender and its holding company’s policies parent company with respect to capital adequacy), then, upon notice from within 10 Business Days after the LenderBorrower's receipt of the certificate referred to in the next sentence, the Borrower shall pay to the such Lender such additional amount or amounts as will compensate the such Lender or and its holding parent company for such reduction; provided that no such amounts shall be payable with respect to reduction in rate of return incurred more than three (3) months before such Lender demands compensation under this Section 3.5. A certificate as to the amount of such reduction in rate of return, the good faith basis therefor and setting forth in reasonable detail the calculations used by the applicable Lender to arrive at the amount or amounts claimed to be due, shall be submitted to the Borrower and the Agent. Each determination by the a Lender of amounts owing under this Section shall, absent manifest error, shall be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence rebuttably presumptive evidence of the event which forms the basis matters set forth therein. No demand for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy shall be made unless the Lender shall make comparable demands of other similarly situated borrowers. The provisions of this Section shall survive termination of this Credit Agreement and legal and regulatory restrictions) to designate a different office, branch or Affiliate the payment of the Lender as the office, branch or Affiliate of the Lender having the commitments Loans and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderall other amounts payable hereunder.

Capital Adequacy. IfIf any Lender or the Issuing Lender determines that any Change in Law affecting such Lender or the Issuing Lender or any Lending Office of such Lender or such Lender’s or the Issuing Lender’s holding company, after the Closing Dateif any, the Lender 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 the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender or its holding company 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, liquidity requirements has or would have the effect of reducing the rate of return on the such Lender’s or its the Issuing Lender’s capital or on the capital of such Lender’s or the Issuing Lender’s holding company’s capital , if any, as a consequence of its commitments this Credit Agreement, the Commitments of such Lender or obligations hereunder the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Lender, to a level below that which the such Lender or its the Issuing Lender or such Lender’s or the Issuing Lender’s holding company could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration the such Lender’s or its holding companythe Issuing Lender’s policies and the policies of such Lender’s or the Issuing Lender’s holding company with respect to capital liquidity and adequacy), then, upon notice from by an amount deemed by such Lender or the Issuing Lender, as applicable, to be material, then from time to time the Borrower shall Borrowers will pay to such Lender or the Lender Issuing Lender, as the case may be, such additional amount or amounts as will compensate the such Lender or its the Issuing Lender or such Lender’s or the Issuing Lender’s holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lendersuffered.

Capital Adequacy. If, after In the Closing Date, event that any of the Lender has Banks shall have determined that the adoption or effectiveness after the Restatement Effective Date of any applicable law, rule or regulation regarding capital and liquidity adequacy, or any change therein, after the Restatement Effective Date therein or any change in the interpretation or administration application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender or its holding company such Bank with any request or directive regarding capital and liquidity adequacy (whether or not having the force of law) of from any such Governmental Authority, central bank or comparable agencyGovernmental Authority including under Basel III or Xxxx-Xxxxx, has does or would shall have the effect of reducing the rate of return on the Lender’s or its holding companysuch Bank’s capital as a consequence of its commitments or obligations hereunder to a level below that which the Lender or its holding company such Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender’s or its holding companysuch Bank’s policies with respect to capital adequacy)) by an amount deemed by such Bank to be material, then, upon notice from then after submission by such Bank to the LenderCompany of a written request therefor, the Borrower amount of interest payable by the Company to such Bank on each Interest Payment Date shall pay to the Lender be increased by such additional amount or amounts (as 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 Lender or its holding company for portion of such reductionreduction allocable to the period in respect of which interest is so paid on such Interest Payment Date. Each determination by the Lender of A certificate as to any additional amounts owing under payable pursuant to this Section shall2.13, together with a statement by such 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 such Bank, through the Administrative Agent, to the Company, shall be conclusive evidence, absent manifest demonstrable error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such eventfacts stated therein. Notwithstanding the foregoing, the Lender agrees 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 of such Bank’s intention to claim compensation under this Section; provided that, before if the change in law giving any notice seeking a payment under this Section 2.5rise to such increased costs or reductions is retroactive, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) then the 180-day period referred to designate a different office, branch or Affiliate above shall be extended to include the period of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderretroactive effect thereof.

Capital Adequacy. If, If after the Closing Date, date hereof any Bank or the Lender has determined Agent determines that (a) the adoption of or effectiveness of change in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any Governmental Authority, central bank a court or comparable agency charged governmental authority with the interpretation or administration thereofappropriate jurisdiction, or (b) compliance by such Bank or the Lender Agent or its holding company any corporation controlling such Bank or the Agent with any request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on such Bank's or the Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder Agent's commitment with respect to any Revolving Credit Loans to a level below that which such Bank or the Lender or its holding company Agent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's or the Lender’s or its holding company’s Agent's then existing policies with respect to capital adequacy)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 from then such Bank or the Lender, Agent may notify the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such eventfact. Notwithstanding To the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce extent that the amount of such reduction in its rate of the return on its capital or assets is not reflected in the Base Rate, the Borrower and would notsuch Bank shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Bank in light of these circumstances. If the Borrower and such Bank are unable to agree to such adjustment within thirty (30) days of the date on which the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in the such Bank's reasonable judgment of the Lenderdetermination, be otherwise disadvantageous to the Lenderprovide adequate compensation. Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. If, after If any Lender or Issuing Bank (or any Affiliate of the Closing Date, the Lender has foregoing) shall have reasonably determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change a 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 the Lender or its holding company 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, Law has or would have the effect of reducing the rate of return on the such Lender’s or its holding companyIssuing Bank’s (or any Affiliate of the foregoing) capital as a consequence of its commitments such Lender’s or Issuing Bank’s portion of the Revolving Loan Commitment or obligations hereunder to a level below that which the Lender or its holding company it could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration the such Lender’s or its holding companyIssuing Bank’s (or any Affiliate of the foregoing) policies with respect to capital adequacyadequacy immediately before such Change in Law 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 from demand, which demand shall be accompanied by the Lendercertificate described in the last sentence of this Section 12.5, by such Lender or Issuing Bank, the Borrower Borrowers shall immediately pay to the such Lender or Issuing Bank such additional amount or amounts as will shall be sufficient to compensate the such Lender or its holding company Issuing Bank for any such reductionreduction actually suffered; provided, however, that there shall be no duplication of amounts paid to a Lender pursuant to this sentence and Section 12.3. Each determination A certificate of such Lender or Issuing Bank setting forth the amount to be paid to such Lender or Issuing Bank by the Lender Borrowers as a result of amounts owing under any event referred to in this Section paragraph shall, absent manifest error, be conclusive conclusive. The Issuing Bank and binding on each Lender shall endeavor to notify the Borrower. Notwithstanding anything contained herein Borrowers of any event occurring after the date of this Agreement entitling the Issuing Bank or such Lender, as the case may be, to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing compensation under this Section 2.5 12.5 within one hundred eighty (180) days after the Issuing Bank or such Lender, as the case may be, obtains actual knowledge thereof; provided that if the Lender shall not have delivered Issuing Bank or such written Lender, as the case may be, fails to give such notice to the Borrower within ninety one hundred eighty (90180) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware after it obtains actual knowledge of such an event. Notwithstanding the foregoing, the Lender agrees thatIssuing Bank or such Lender, before giving as the case may be, shall, with respect to compensation payable pursuant to this Section 12.5 in respect of any notice seeking a costs resulting from such event, only be entitled to payment under this Section 2.512.5 for costs incurred from and after the date one hundred eighty (180) days prior to the date that the Issuing Bank or such Lender, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the officecase may be, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making gives such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lendernotice.

Capital Adequacy. IfIf Lender shall have determined, after the Closing Dateclosing of the Loans, the Lender has determined that the adoption or effectiveness of any applicable law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender (or its holding company lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Lender’s capital (or the capital of its holding company’s capital ) as a consequence of its commitments or obligations hereunder to a level below that which the Lender (or its holding company company) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender’s policies or the policies of its holding company’s policies company with respect to capital adequacy)) by an amount deemed by Lender to be material, thenthen from time to time, upon notice from the within fifteen (15) days after demand by Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender (or its holding company company) for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder lending office if making such designation would will avoid the need for, or reduce the amount of of, such reduction in its rate of return on its capital or assets compensation and would will not, in the reasonable judgment of the Lender, be otherwise disadvantageous to Lender. A certificate of Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, Lender may use any reasonable averaging and attribution methods. Failure on the part of Lender to demand compensation for any reduction in return on capital with respect to any period shall not constitute a waiver of Lender’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 Lender regardless of any possible contention of the invalidity or inapplicability of the law, regulation or other condition that shall have been imposed.

Capital Adequacy. IfIf any Lender or the Issuing Bank determines that any Change in Law affecting such Lender or the Issuing Bank or any Lending Office of such Lender or such Lender’s or the Issuing Bank’s holding company, after the Closing Dateif any, the Lender 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 the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender or its holding company 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 agencyliquidity requirements, has or would have the effect of reducing the rate of return on the such Lender’s or its the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company’s capital , if any, as a consequence of its commitments this Agreement, the Commitment of such Lender or obligations hereunder the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which the such Lender or its the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration the such Lender’s or its holding companythe Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacyadequacy and liquidity), then, then from time to time upon notice from written request of such Lender or the Lender, Issuing Bank the Borrower shall promptly pay to such Lender or the Lender Issuing Bank, as the case may be, such additional amount or amounts as will compensate the such Lender or its the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such eventreduction suffered. Notwithstanding the foregoing, the Borrower shall only be obligated to compensate such Lender agrees that, before giving or the Issuing Bank for any notice seeking a payment amount under this Section 2.5arising or occurring during (i) in the case of each such request for compensation, it will use reasonable efforts any time or period commencing not more than ninety (consistent with its internal policy 90) days prior to the date on which such Lender or the Issuing Bank submits such request and legal and regulatory restrictions(ii) to designate a different officeany other time or period during which, branch or Affiliate because of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount unannounced retroactive application of such law, regulation, interpretation, request or directive, such Lender or Issuing Bank could not reasonably have known that the resulting reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lendermight arise.

Capital Adequacy. If, If after the Closing Date, date hereof any Bank or the Lender has determined Agent determines that (a) the adoption of or effectiveness of change in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any Governmental Authority, central bank a court or comparable agency charged governmental authority with the interpretation or administration thereofappropriate jurisdiction, or (b) compliance by such Bank or the Lender Agent or its holding company any corporation controlling such Bank or the Agent with any request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on such Bank's or the Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder Agent's commitment with respect to any Loans to a level below that which such Bank or the Lender or its holding company Agent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's or the Lender’s or its holding company’s Agent's then existing policies with respect to capital adequacy)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 from then such Bank or the Lender, Agent may notify the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such eventfact. Notwithstanding To the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce extent that the amount of such reduction in its rate of the return on its capital or assets is not reflected in the Base Rate, the Borrower and would notsuch Bank shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Bank in light of these circumstances. If the Borrower and such Bank are unable to agree to such adjustment within thirty (30) days of the date on which the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in the such Bank's reasonable judgment of the Lenderdetermination, be otherwise disadvantageous to the Lenderprovide adequate compensation. Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. If(a) In the event that Agent, after the Closing DateSwing Loan Lender, the Issuer or any Lender has shall have determined that the adoption any Applicable Law or effectiveness of any applicable law, rule or regulation guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling Agent, Swing Loan Lender or its holding company any Lender and the office or branch where Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any LIBOR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent’s, Swing Loan Lender’s, Issuer’s or its holding companyany Lender’s capital as a consequence of its commitments or obligations hereunder (including the making of any Swing Loans) to a level below that which the Agent, Swing Loan Lender, Issuer or such Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Agent’s, Swing Loan Lender’s, Issuer’s or its holding companyand each Lender’s policies with respect to capital adequacy)) by an amount deemed by Agent, Swing Loan Lender, Issuer or any Lender to be material, then, from time to time, Borrowers shall pay upon notice from the demand to Agent, Swing Loan Lender, the Borrower shall pay to the Issuer or such Lender such additional amount or amounts as will compensate the Agent, Swing Loan Lender, Issuer or such Lender or its holding company for such reduction. Each determination by the In determining such amount or amounts, Agent, Swing Loan Lender, Issuer or such Lender may use any reasonable averaging or attribution methods. The protection of amounts owing under this Section shall3.9 shall be available to Agent, Swing Loan Lender, Issuer and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, rule, regulation, guideline or condition. (b) A certificate of Agent, Swing Loan Lender, Issuer or such Lender setting forth such amount or amounts as shall be necessary to compensate Agent, Swing Loan Lender or such Lender with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender.

Capital Adequacy. If, after the Closing Datedate hereof, the Lender has determined that the adoption or effectiveness implementation of any applicable law, rule or regulation regarding capital adequacyadequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency other governmental authority charged with the interpretation or administration thereof, or compliance by the a Revolving Lender (or its holding company parent) 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 agencyother governmental authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would have the effect of reducing the rate of return on the such Revolving Lender’s or its holding company’s 's capital as a consequence of its commitments or obligations hereunder or the transactions contemplated hereby to a level below that which the such Revolving Lender or its holding company could have achieved but for such adoption, effectivenessimplementation, change or compliance (taking into consideration the such Revolving Lender’s or its holding company’s 's policies with respect to capital adequacy)) by an amount deemed by such Revolving Lender to be material, thenthen such Revolving Lender shall provide to the Borrower notice of such matter, upon notice and from the time to time thereafter within ten (10) Business Days after demand by such Revolving Lender, the Borrower shall pay to the such Revolving Lender such additional amount or amounts as will compensate the such Revolving Lender or its holding company for such reduction. Each determination reduction which is incurred by such Revolving Lender after the Lender date of amounts owing such Revolving Lender's notice to the Borrower under this Section shall, absent manifest error, be conclusive and binding on the Borrower8. 1. Notwithstanding anything contained herein the preceding sentence, upon Borrower's receipt of such notice from such Revolving Lender, Borrower may provide to the contrary, the Borrower shall not be under any obligation to pay to the such Revolving Lender amounts otherwise owing its notice of prepayment in accordance with Section 2.5 hereof. A certificate of such Revolving Lender claiming compensation under this Section 2.5 if and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Revolving Lender shall not have delivered such may use any reasonable averaging and attribution methods. Upon receipt of a notice from a Revolving Lender under this section, the Borrower, upon ten (10) days prior written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for Agent, may replace such notice and request for compensation and (ii) the date the Revolving Lender becomes aware of such event. Notwithstanding the foregoing, the with a new Revolving Lender agrees that, before giving any notice seeking that would not require a payment under this Section 2.5section, it will use reasonable efforts (consistent with its internal policy which replacement Revolving Lender shall purchase the rights and legal and regulatory restrictions) to designate a different office, branch or Affiliate of assume the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the replaced Revolving Lender hereunder if making under this Agreement and the other Operative Documents for a price equal to the outstanding principal and accrued but unpaid interest on the Note issued to such designation would avoid or reduce replaced Revolving Lender, plus the amount of other fees (including without limitation the commitment fee payable in accordance with Section 2.2 (a) of this Agreement), such reduction in its rate of return on its capital or assets fees to be pro rated through the purchase and would notassumption date; provided, in the reasonable judgment of the Lenderhowever, that such replacement Revolving Lender must be otherwise disadvantageous acceptable to the LenderAgent.

Capital Adequacy. If(a) If any Lender shall reasonably determine that any change in, after the Closing Date, the Lender has determined that or the adoption or effectiveness of phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by the any Lender or its holding company any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the such Lender’s or its holding companysuch controlling Person’s capital as a consequence of its commitments or such Lender’s obligations hereunder to a level below that which the such Lender or its holding company such controlling Person could have achieved but for such change, adoption, effectiveness, change phase-in or compliance (taking into consideration the such Lender’s or its holding companysuch controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), thenBorrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, upon so long as such amounts have accrued on or after the day which is one hundred eighty (180) days prior to the date on which such Lender first made demand therefor. (b) If and to the extent Xxxxxxx Xxxxx’x share of the Revolving Loan Commitment shall be less than or equal to fifty percent of the Revolving Loan Commitment, if any Lender delivers to the Borrower any notice from the Lenderor demand in accordance with subsection 2.9(a), the Borrower shall have the right to replace each such Lender or Lenders (each a “Replaced Lender”) with up to two additional banks or financial institutions acceptable to the Agent in its sole discretion (collectively, the “Replacement Lender”), provided that (a) at the time of any replacement pursuant to this subsection 2.9(b), the Replacement Lender shall enter into one or more Assignment and Assumption Agreements pursuant to, and in accordance with, the terms of Section 12.6 (and with all processing fees payable pursuant to said Section 11.6 to be paid by the Replacement Lender or, at its option, the Borrower) pursuant to which the Replacement Lender shall acquire all of the rights and obligations of the Replaced Lender hereunder and, in connection therewith, shall pay to the Replaced Lender such additional in respect thereof an amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein equal to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later sum of (i) the date of occurrence principal of, and all accrued interest on, all outstanding Loans of the event which forms the basis for such notice and request for compensation Replaced Lender, and (ii) all accrued, but theretofore unpaid, fees owing to the date the Lender becomes aware of such event. Notwithstanding the foregoingReplaced Lender, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts and (consistent with its internal policy and legal and regulatory restrictionsb) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and all other obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous Borrower owing to the LenderReplaced Lender shall be paid in full to such Replaced Lender concurrently with such replacement.

Capital Adequacy. If, after If any Lender or the Closing Date, the Issuing Lender has determined determines that the adoption or effectiveness of any applicable law, rule or regulation Change in Law regarding capital adequacy, or any change therein, liquidity ratios 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 the Lender or its holding company 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, requirements has or would have the effect of reducing the rate of return on the such Lender’s or its the Issuing Lender’s capital or on the capital of such Lender’s or the Issuing Lender’s holding company’s capital , if any, as a consequence of its commitments this Agreement or obligations hereunder the Loans made by, or participations in Facility Letters of Credit held by, such Lender, or the Facility Letters of Credit issued by the Issuing Lender, to a level below that which the such Lender or its the Issuing Lender or such Lender’s or the Issuing Lender’s holding company could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration the such Lender’s or its holding companythe Issuing Lender’s policies and the policies of such Lender’s or the Issuing Lender’s holding company with respect to capital adequacyadequacy and liquidity), then, upon notice then from time to time the Borrower will pay to such Lender or the Issuing Lender, as the Borrower shall pay to the Lender case may be, such additional amount or amounts as will compensate such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company for any such reduction suffered. A certificate of a Lender or the Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or the Issuing Lender or its holding company for such reduction. Each determination by company, as the Lender of amounts owing under case may be, as specified in this Section shall, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Lender, be conclusive and binding as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. Failure or delay on the Borrower. Notwithstanding anything contained herein part of any Lender or the Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the contrary, Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be under required to compensate a Lender or the Issuing Lender pursuant to this Section for any obligation to pay increased costs or reductions incurred more than 270 days prior to the date that such Lender amounts otherwise owing under this Section 2.5 or the Issuing Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Lender’s intention to claim compensation therefor; provided further that, if the Lender Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall not have delivered such written notice be extended to include the Borrower within ninety (90) days following the later period of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderretroactive effect thereof.

Capital Adequacy. If, If after the Closing Date, date hereof any Lender or the Lender has determined Administrative Agent determines that (a) the adoption of or effectiveness of change in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (whether or not having the force of law) regarding capital adequacy, requirements for Lenders or any change therein, Lender holding companies or any change in the interpretation or administration application thereof by any a Governmental Authority, central bank or comparable agency charged Authority with the interpretation or administration thereofappropriate jurisdiction, or (b) compliance by the such Lender or its holding company the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on the such Lender’s or its holding companythe Administrative Agent’s capital as a consequence of its commitments or obligations hereunder commitment with respect to any Loans to a level below that which the such Lender or its holding company the Administrative Agent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s or its holding companythe Administrative Agent’s then existing policies with respect to capital adequacy)adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or (as the case may be) the Administrative Agent to be material, then, upon notice from then such Lender or the Lender, Administrative Agent may notify the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such eventfact. Notwithstanding To the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce extent that the amount of such reduction in its rate of the return on its capital or assets is not reflected in the Base Rate, the Borrower and would notsuch Lender shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Lender in light of these circumstances. If the Borrower and such Lender are unable to agree to such adjustment within thirty (30) days of the date on which the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in the such Lender’s reasonable judgment of the Lenderdetermination, be otherwise disadvantageous to the Lenderprovide adequate compensation. Each Lender shall allocate such cost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. If(a) If any Lender has determined, after the Closing Datedate hereof, the Lender has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacythe becoming effective of, or any change thereinin, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof in the interpretation or administration of, any applicable law, rule or regulation regarding capital adequacy, or compliance by the such Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the such Lender’s 's capital or its holding company’s capital assets as a consequence of its commitments or obligations hereunder to a level below that which the such Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s or its holding company’s 's policies with respect to capital adequacy)) by an amount deemed by such Lender to be material, then, upon notice from such Lender through the LenderAgent to the Borrower setting forth in reasonable detail the charge and the calculation of such reduced rate of return to the Borrower, the Borrower shall be obligated to pay to the such Lender such additional amount or amounts as will compensate the such Lender or its holding company for such reductionreduction to the extent that such Lender reasonably determines that such additional amount is allocable to the existence of such Lender's commitments or obligations hereunder. Each determination by the any such Lender of amounts owing under this Section shall, absent manifest demonstrable error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the parties hereto. (b) The Borrower shall not be under required to compensate a Lender pursuant to this Section 3.6 for any obligation to pay additional amounts incurred more than 180 days prior to the date that such Lender notifies the Borrower of the change of law giving rise to such additional amounts otherwise owing under this Section 2.5 and of such Lender's intention to claim compensation therefor; PROVIDED that, if the Lender change of law giving rise to such additional amounts is retroactive, then such 180-day period referred to above shall not have delivered such written notice be extended to include the Borrower within ninety (90) days following the later period of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderretroactive effect thereof.

Capital Adequacy. IfDebtor shall pay directly to Secured Party as set forth below, on request, such amounts as Secured Party may determine to be necessary to compensate Secured Party for any costs which it determines are attributable to the maintenance by Secured Party, pursuant to a governmental requirement implemented or effective after the Closing Date, date hereof or a change made in any governmental requirement after the Lender has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change thereindate hereof, or any change in the interpretation or administration thereof by any Governmental Authorityinterpretation, central bank or comparable agency charged with the interpretation application or administration thereof, or compliance by the Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of law) , but affecting the banking industry generally, of capital in respect of Secured Party's commitment to lend hereunder, such compensation to include, without limitation, an amount equal to any such Governmental Authority, central bank or comparable agency, has or would have the effect reduction of reducing the rate of return on the Lender’s assets or equity of Secured Party (or its parent holding company’s capital as a consequence of its commitments or obligations hereunder to a level below that ) which the Lender or its holding company Secured Party could have achieved with respect to such commitment but for such adoptiongovernmental requirement or change in a governmental requirement or any such change in the interpretation, effectivenessapplication or administration thereof, change whether or compliance (taking into consideration not having the Lender’s or its holding company’s policies with respect force of law, but affecting the banking industry generally. Secured Party will notify Debtor of any event occurring after the date of this Agreement that will entitle Secured Party to capital adequacy), then, upon notice from the Lender, the Borrower shall pay compensation pursuant to the Lender such additional amount or this Section as promptly as practicable after it obtains knowledge thereof. Debtor will not be responsible for any amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under compensation pursuant to this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein accruing prior to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following before the later of (i) notice to Debtor in accordance with the date of occurrence of preceding sentence. In the event which forms Secured Party is entitled to such compensation, Secured Party will furnish Debtor with a certificate setting forth the amount of each request by Secured Party for compensation under this Section, with such certificate setting forth in reasonable detail the basis for determining, and the calculation of, such notice compensation. Determinations and request allocations by Secured Party for compensation and (ii) the date the Lender becomes aware purposes of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the officeeffect of any governmental requirement pursuant to this Section, branch or Affiliate of the Lender having the commitments and obligations effect of the Lender hereunder if making such designation would avoid capital maintained pursuant to this Section, on Secured Party's cost or reduce the amount of such reduction in its rate of return on of maintaining Indebtedness or its capital or assets obligation to make Advances, and would not, in the reasonable judgment of the Lenderamounts required to compensate Secured Party hereunder, shall be otherwise disadvantageous to the Lenderconclusive absent manifest error.

Capital Adequacy. If, If after the Closing Datedate hereof, the Lender has determined that the adoption or effectiveness of any applicable law, rule Applicable Law regarding the capital adequacy of banks or regulation regarding capital adequacybank holding companies, or any change therein, in Applicable Law (whether adopted before or after the Agreement Date) or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the Lender or its bank holding company of such Lender) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the any Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder with respect to the Loans and the Commitments to a level below that which the Lender or its holding company it could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s or its holding company’s policies with respect to capital adequacy)adequacy 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 from the demand by such Lender, the Borrower shall promptly pay to the such Lender such additional amount or amounts as will shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Lender or its holding company Borrower pursuant to Section 10.3) for such reductionreduced 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. Each determination A certificate of such Lender setting forth the amount to be paid to such Lender by the Lender Borrower as a result of amounts owing under any event referred to in this Section shall, paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein any other provision of this Section 2.11, no Lender shall demand compensation for any increased cost or reduction referred to the contrary, the Borrower above if it shall not at the time be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware general policy or practice of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment to demand such compensation in similar circumstances under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate comparable provisions of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderother credit agreements.

Capital Adequacy. If, after the Closing Date, the Lender 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 the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender or its holding company 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, has or would have the effect of reducing the rate of return on the Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder to a level below that which the Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender’s or its holding company’s policies with respect to capital adequacy), then, upon notice from the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and all requests, rules, guidelines, requirements and 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 be a change in a Requirement of Law, regardless of the date enacted, adopted, issued or implemented. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender.

Capital Adequacy. If, If after the Closing Datedate hereof any Lender, the Lender has determined Fronting Bank, the LC Administrator or the Administrative Agent determines that (a) the adoption of or effectiveness of change in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (whether or not having the force of law) regarding capital adequacy, or any change therein, requirements for bank holding companies or any change in the interpretation or administration application thereof by any a Governmental Authority, central bank or comparable agency charged Authority with the interpretation or administration thereofappropriate jurisdiction, or (b) compliance by such Lender, the Lender Fronting Bank, the LC Administrator or its holding company the Administrative Agent or any corporation controlling such Lender, the Fronting Bank, the LC Administrator or the Administrative Agent with any request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on such Lender’s, the LenderFronting Bank’s, the LC Administrator’s or its holding companythe Administrative Agent’s capital as a consequence of its commitments or obligations hereunder commitment with respect to any Reimbursement Obligations to a level below that which such Lender, the Lender Fronting Bank, the or its holding company the Administrative Agent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s, the LenderFronting Bank’s, the LC Administrator’s or its holding companythe Administrative Agent’s then existing policies with respect to capital adequacy), then, upon notice from the adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contraryFronting Bank, the LC Administrator or the Administrative Agent (as the case may be) to be material, then such Lender, LC Administrator or the Administrative Agent may notify the Borrower shall not be under any obligation of such fact. The Borrower agrees to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoingLender, the Lender agrees thatFronting Bank, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts the LC Administrator or the Administrative Agent (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce case may be) for the amount of such reduction in its rate of the return on its capital as and when such reduction is determined upon presentation by such Lender, the Fronting Bank, the LC Administrator or assets and would notthe Administrative Agent (as the case may be) of a certificate in accordance with §3.5 hereof; provided, in that the reasonable judgment Borrower shall not be obligated to pay any additional amounts which were incurred by any of the Lenders, the Fronting Bank, the LC Administrator or the Administrative Agent more than forty-five (45) days prior to the date on which such Lender, be otherwise disadvantageous to the LenderFronting Bank, the LC Administrator or the Administrative Agent, as the case may be, had knowledge of such additional amounts. Each Lender shall allocate such cost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. IfBorrower shall pay directly to each Lender from time to time on request such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any costs that it reasonably determines are attributable to the maintenance by such Lender, after the Closing Date, the Lender has determined that the adoption or effectiveness of pursuant to any applicable law, rule law or regulation regarding capital adequacy, or any change thereininterpretation, directive 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 the Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) of any such Governmental Authority (a) following any Regulatory Change or (b) implementing after the date hereof any risk-based capital guideline or other capital requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any Governmental Authority, central bank or comparable agencyof capital in respect of such Lender’s Revolving Credit Commitment, has or would have the effect Revolving Credit Advances and/or Letter of reducing Credit Obligations hereunder (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on the Lender’s assets or its holding company’s capital as a consequence equity of its commitments or obligations hereunder such Lender to a level below that which the such Lender or its holding company could have achieved but for such adoptionlaw, effectivenessregulation, change interpretation, directive or compliance (taking into consideration request). Each Lender shall notify Borrower of any event occurring after the Lender’s or its holding company’s policies date of this Agreement entitling such Lender to compensation under this Section 1.19 as promptly as practicable, but in any event within 90 days, after such Lender obtains actual knowledge thereof; provided that if any Lender fails to give such notice within 90 days after it obtains actual knowledge of such an event, such Lender shall, with respect to capital adequacy), then, upon notice from the Lender, the Borrower shall pay compensation payable pursuant to the Lender such additional amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under 1.19 in respect of any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of costs resulting from such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a only be entitled to payment under this Section 2.5, it 1.19 for costs incurred from and after the date 90 days prior to the date that such Lender does give such notice. Each Lender will use reasonable efforts (consistent with its internal policy furnish to Borrower a certificate setting forth the basis and legal amount of each request by such Lender for compensation under this Section 1.19. Determinations and regulatory restrictions) to designate a different office, branch or Affiliate allocations by any Lender for purposes of this Section 1.19 of the Lender as the officeeffect of any Regulatory Change pursuant to or of capital maintained pursuant to this Section 1.19, branch on its costs or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on of maintaining Revolving Credit Advances or its capital or assets Revolving Credit Commitment and would not, in the reasonable judgment of the Lenderamounts required to compensate such Lender under this Section 1.19, shall be otherwise disadvantageous to the Lenderconclusive absent manifest error.

Capital Adequacy. If, If after the Closing Datedate hereof, the Lender has determined that the adoption or effectiveness of any applicable law, rule Applicable Law regarding the capital adequacy of banks or regulation regarding capital adequacybank holding companies, or any change therein, in Applicable Law (whether adopted before or after the Agreement Date) or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the such Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the any Lender’s or its holding company’s 's capital as a consequence of its commitments or obligations hereunder with respect to the Loans and the Revolving Loan Commitment (or, if applicable, Incremental Facility Commitments) to a level below that which the Lender or its holding company it could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s or its holding company’s 's policies with respect to capital adequacy)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 from the Lenderearlier of demand by such Lender or the Maturity Date, the Borrower shall promptly pay to the such Lender such additional amount or amounts as will shall be sufficient to compensate the such Lender or its holding company for such reduction. Each determination by reduced return, together with interest on such amount from the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety fourth (904th) days following the later of (i) Business Day after the date of occurrence of demand or the event which forms Maturity Date, as applicable, until payment in full thereof at the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such eventDefault Rate. Notwithstanding the foregoing, the Borrower shall only be obligated to compensate such Lender agrees that, before giving for any notice seeking a payment amount under this Section 2.5subsection arising or occurring during (i) in the case of each such request for compensation, it will use reasonable efforts any time or period commencing not more than ninety (consistent with its internal policy 90) days prior to the date on which such Lender submits such request and legal and regulatory restrictions(ii) to designate a different officeany other time or period during which, branch or Affiliate because of the unannounced retroactive application of such law, regulation, interpretation, request or directive, such Lender as could not have known that the office, branch or Affiliate resulting reduction in return might arise. A certificate of the such Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce setting forth the amount to be paid to such Lender by the Borrower as a result of such reduction any event referred to in its rate of return on its capital or assets this paragraph and would not, supporting calculations in the reasonable judgment of the Lender, detail shall be otherwise disadvantageous to the Lenderpresumptively correct absent manifest error.

Capital Adequacy. If, after the Closing Date, the Lender has determined that the adoption or effectiveness of (a) If any applicable law, rule or regulation regarding capital adequacychange in, or any change thereinthe introduction, adoption, effectiveness, interpretation, reinterpretation, or phase-in of, any change in the interpretation law or administration thereof by any Governmental Authorityregulation, central bank directive, guideline, decision or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritycourt, central bank bank, regulator or comparable agency, has other governmental authority affects or would have affect the effect amount of reducing capital required or expected to be maintained by any of the Lenders or any Person controlling any of the Lenders, and any such Lender reasonably determines that the rate of return on the Lender’s its or its holding companysuch controlling Person’s capital as a consequence of its commitments or obligations hereunder commitment to make Advances is reduced to a level below that which the such Lender or its holding company such Person controlling such Lender could have achieved but for the occurrence of any such adoption, effectiveness, change or compliance circumstance (taking into consideration the such Lender’s or its holding company’s policies and the policies of such controlling Person with respect to capital adequacy), then, in any such case upon notice from the Lendertime to time by such Lender to Borrower, the with a copy of such notice to Agent, such Borrower shall promptly pay directly to the such Lender additional amounts sufficient to compensate such Lender or such controlling Person for such reduction in rate of return. A statement of a Lender as to such additional amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section (including calculations thereof in reasonable detail) shall, absent in the absence of manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower binding. (b) Borrowers shall not be under required to compensate a Lender pursuant to this Section for any obligation to pay increased costs or reductions incurred more than 180 days prior to the date that such Lender amounts otherwise owing under notifies Borrower of an event described in paragraph (a) of this Section 2.5 if the Lender shall not have delivered giving rise to such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice increased costs or reductions and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees Lender’s intention to claim compensation therefor; provided that, before giving any notice seeking a payment under if an event described in paragraph (a) of this Section 2.5giving rise to such increased costs or reductions is retroactive, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) then the 180 day period referred to designate a different office, branch or Affiliate above shall be extended to include the period of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderretroactive effect thereof.

Capital Adequacy. 4.7.1 If, after the Closing Datedate hereof, the any Lender has or Administrative Agent shall have reasonably determined that the adoption or effectiveness after the date hereof of any applicable law, rule or regulation Law regarding capital adequacy, adequacy or any change therein, after the date hereof therein or any change in the interpretation or administration thereof after the date hereof by any Governmental Authoritygovernmental authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender or its holding company with any request or directive after the date hereof regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank bank, or comparable agency, has or would have the effect of reducing the rate of return on the Lender’s capital of such Lender or its holding company’s capital any corporation controlling such Lender as a consequence of its commitments or such Lender’s obligations hereunder to a level below that which the such Lender or its holding company such corporation could have achieved but for such adoption, effectivenesschange, change request, or compliance directive (taking into consideration the Lender’s or its holding company’s policies with respect to capital adequacy), then, then from time to time upon notice from demand the Lender, the Borrower Resellers shall pay to the such Lender such additional amount or amounts as will reasonably compensate the such Lender or its holding company for such reduction. . 4.7.2 Each determination by Lender shall promptly notify the Borrowing Agent and the Administrative Agents of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender of amounts owing under to compensation pursuant to this Section shall, absent manifest error, be conclusive 4.7 and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder Applicable Lending Office if making such designation would will avoid the need for, or reduce the amount of of, such reduction in its rate of return on its capital or assets compensation and would will not, in the reasonable judgment of the such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 4.7 shall furnish to the LenderBorrowing Agent and the Administrative Agents a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Each Lender agrees, with respect to the provisions of this Section 4.7, to treat Resellers in a manner substantially similar to that of its other similarly situated customers.

Capital Adequacy. If, (a) If after the Closing Datedate of this Agreement, the Agent, any Lender or any Issuing Bank shall have determined that any Change in Law has determined occurred, or that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacyadequacy of general applicability, 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 the Agent, any Lender or its holding company any Issuing Bank with any request or directive regarding capital adequacy or liquidity requirements of general applicability (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent’s, any Lender’s or its holding companyany Issuing Bank’s capital as a consequence of its commitments or obligations hereunder to a level below that which the Agent, such Lender or its holding company such Issuing Bank could have achieved but for such Change in Law or such adoption, effectiveness, change or compliance (taking into consideration the Agent’s, such Lender’s or its holding companysuch Issuing Bank’s policies with respect to capital adequacy)) by an amount deemed by the Agent, thensuch Lender or such Issuing Bank to be material, upon notice then from the Lendertime to time, the Borrower shall pay to the Agent, such Lender or such Issuing Bank such additional amount or amounts as will compensate the Agent, such Lender or its holding company such Issuing Bank for such reduction. Each determination by . (b) A certificate of the Agent, such Lender of or such Issuing Bank setting forth such amount or amounts owing under this as shall be necessary to compensate the Agent, such Lender or such Issuing Bank as specified in Section shall, absent manifest error, be conclusive 5.14(a) hereof and binding on the Borrower. Notwithstanding anything contained herein making reference to the contraryapplicable law, the Borrower rule or regulation shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice as soon as practicable to the Borrower and shall be prima facie evidence thereof. The Borrower shall pay the Agent, such Lender or such Issuing Bank the amount shown as due on any such certificate within ninety fourteen (9014) days following Business Days after the later of (i) the date of occurrence of the event which forms the basis for Agent, such notice and request for compensation and (ii) the date the Lender becomes aware of or such eventIssuing Bank delivers such certificate. Notwithstanding the foregoingIn preparing such certificate, the Agent, such Lender agrees that, before giving or such Issuing Bank may employ such assumptions and allocations of costs and expenses as it shall in good xxxxx xxxx reasonable and may use any notice seeking a payment reasonable averaging and attribution method. Section 3.8(b) hereof shall apply to the costs assessed under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the LenderSection.

Capital Adequacy. IfIf any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law regarding capital or liquidity requirements, in each instance, after the Closing Date, the Lender has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change after the Closing Date in the interpretation interpretation, administration or administration application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation interpretation, administration or administration application thereof, or the compliance by the any Lender or its holding company any Person controlling such Lender with any request request, guideline or directive regarding capital adequacy or liquidity requirements (regardless of whether or not having the force of lawLaw) of any such Governmental Authority, central bank or comparable agencyagency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on the such Lender’s or its holding companysuch controlling Person’s capital as a consequence of its commitments or such Lender’s obligations hereunder to a level below that which the such Lender or its holding company such controlling Person could have achieved but for such adoption, effectivenesstaking effect, change change, interpretation, administration, application or compliance (taking into consideration the such Lender’s or its holding companysuch controlling Person’s policies with respect to capital adequacyadequacy or liquidity) then from time to time, within fifteen (15) days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to the Administrative Agent), then, upon notice from the Lender, the Borrower shall promptly pay to the such Lender such additional amount or amounts as will compensate the such Lender or its holding company such controlling Person for such reduction. Each determination by , so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender of amounts owing under this Section shallfirst made demand therefor; provided that, absent manifest errorif such adoption, taking effect or change is given retroactive effect, then the 180-day period referred to above shall be conclusive and binding on extended to include the Borrowerretroactive effect thereof. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (ix) the date of occurrence 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 regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in law”, regardless of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoingenacted, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch adopted or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderissued.

Capital Adequacy. If, after the Closing Date, the If any Lender has (or any holding company of any Lender) shall have reasonably determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change a 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 the Lender or its holding company 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, Law has or would have the effect of reducing the rate of return on the such Lender’s (or its any holding company’s company of such Lender) capital or liquidity as a consequence of its commitments such Lender’s portion of the Commitments or obligations hereunder to a level below that which the Lender or its holding company it could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration the such Lender’s (or its any holding company’s company of such Lender) policies with respect to capital adequacyadequacy or liquidity immediately before such Change in Law and assuming that such Lender’s (or any holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance), then, promptly upon notice from demand, which demand shall be accompanied by the certificate described in the last sentence of this Section 11.5, by such Lender, the Borrower shall immediately pay to the such Lender such additional amount or amounts as will shall be sufficient to compensate such Lender for any such reduction actually suffered; provided, however, that there shall be no duplication of amounts paid to a Lender pursuant to this sentence and Section 11.3. A certificate of such Lender setting forth the amount to be paid to such Lender or its holding company for such reduction. Each determination by the Lender Borrower as a result of amounts owing under any event referred to in this Section paragraph shall, absent manifest error, be conclusive and binding on the Borrowerconclusive. Notwithstanding anything contained herein Each Lender shall endeavor to the contrary, notify the Borrower shall not be under of any obligation event occurring after the date of this Agreement entitling such Lender to pay to the Lender amounts otherwise owing compensation under this Section 2.5 if 11.5 within one hundred eighty (180) days after such Lender obtains actual knowledge thereof; provided that such Lender shall, with respect to compensation payable pursuant to this Section 11.5 in respect of any costs resulting from such event, only be entitled to payment under this Section 11.5 for costs incurred from and after the date one hundred eighty (180) days prior to the date that such Lender shall not have delivered such written gives notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender.

Capital Adequacy. If(a) In the event that Agent, after the Closing DateSwing Loan Lender, the any Lender has shall have determined that the adoption any Applicable Law or effectiveness of any applicable law, rule or regulation guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation or its holding company bank controlling Agent, Swing Loan Lender, any Lender and the office or branch where Agent, Swing Loan Lender, any Lender (as so defined) makes or maintains any LIBOR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent, Swing Loan Lender’s or its holding company, any Lender’s capital as a consequence of its commitments or obligations hereunder (including the making of any Swing Loans) to a level below that which the Agent, Swing Loan Lender, such Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Agent’s, Swing Loan Lender’s, such Issuer’s or its holding companyand such Lender’s policies with respect to capital adequacy)) by an amount deemed by Agent, Swing Loan Lender, any Lender, any Issuer to be material, then, upon notice from the time to time, Borrowers shall pay, within ten (10) days of receiving a reasonably detailed written demand therefor, to Agent, Swing Loan Lender, the Borrower shall pay to the such Issuer or such Lender such additional amount or amounts as will compensate the Agent, Swing Loan Lender, such Issuer or such Lender or its holding company for such reduction. Each determination by the In determining such amount or amounts, Agent, Swing Loan Lender, such Issuer or such Lender may use any reasonable averaging or attribution methods. The protection of amounts owing under this Section shall3.9 shall be available to Agent, Swing Loan Lender, each Issuer and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, rule, regulation, guideline or condition. (b) A certificate of Agent, Swing Loan Lender, such Issuer or such Lender setting forth such amount or amounts as shall be necessary to compensate Agent, Swing Loan Lender, such Issuer or such Lender with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error. (c) Each Lender shall give prompt notice to Borrowers of any claim for additional amounts pursuant to this Section 3.9; provided, be conclusive and binding that any failure or delay on the Borrower. Notwithstanding anything contained herein part of any Lender to demand compensation pursuant to the contrary, foregoing provisions of this Section 3.9 shall not constitute a waiver of such Lender’s right to demand such compensation; provided further that the Borrower Borrowers shall not be under any obligation required to pay compensate a Lender pursuant to the Lender amounts otherwise owing under foregoing provisions of this Section 2.5 3.9 for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender notifies the Borrowers of the Change in Law or other circumstance giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Lender shall not have delivered Change in Law giving rise to such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoingincreased costs or reductions is retroactive, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) six month period referred to designate a different office, branch or Affiliate above shall be extended to include the period of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderretroactive effect thereof).

Capital Adequacy. IfWithout limiting any other provisions of this Agreement, in the event that the Lender determines after the Closing Date, the Lender has determined date hereof that the adoption introduction or effectiveness change after the date of this Agreement of any applicable law, rule treaty, governmental (or regulation quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, or any change therein, therein or any change in the interpretation or administration application thereof by any Governmental Authority, central bank or comparable agency charged with after the interpretation or administration thereofdate of this Agreement, or compliance by the Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) of any such Governmental Authority, from a central bank or comparable agencygovernmental authority or body having jurisdiction which is introduced or changed after the date of this Agreement, has does or would shall have the effect of reducing the rate of return on the Lender’s or its holding company’s 's capital as a consequence of its commitments or obligations hereunder to a level below that which the Lender or its holding company could have achieved but for such adoptionlaw, effectivenesstreaty, rule, regulation, guideline or order or such change or compliance (taking into consideration the Lender’s or its holding company’s 's policies with respect to capital adequacy), then, upon notice from adequacy and assuming the full utilization of the Lender's capital immediately before such adoption, the Borrower shall pay to the Lender such additional change or compliance) by an amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination reasonably deemed by the Lender to be material, then the Lender shall promptly after its determination of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, such occurrence notify the Borrower shall not be under any obligation thereof. The Borrower agrees to pay to the Lender amounts otherwise owing as an additional fee from time to time, within ten (10) days after written notice and demand by the Lender, such amount as the Lender certifies to be the amount that will compensate it for such reduction in connection with its obligations hereunder. A certificate of the Lender claiming compensation under this Section 2.5 if shall be conclusive in the Lender absence of manifest error or fraud and shall not have delivered such written notice to set forth the Borrower within ninety (90) days following the later of (i) the date of occurrence nature of the event occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder and the method by which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of amounts were determined. In determining such event. Notwithstanding the foregoingamount, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will may use reasonable efforts (consistent with its internal policy averaging and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderattribution methods.

Capital Adequacy. If, after the Closing Date, the Lender 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 the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender (including its foreign banking organization) or its holding company 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, has or would have the effect of reducing the rate of return on the Lender’s (including its foreign banking organization’s) or its holding company’s capital as a consequence of its commitments or obligations hereunder to a level below that which the Lender (including its foreign banking organization) or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender’s (including its foreign banking organization’s) or its holding company’s policies with respect to capital adequacy), then, upon notice from the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender (including its foreign banking organization) or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 2.4 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.52.4, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender.

Capital Adequacy. IfIf any Bank or any Fronting Bank determines in good faith that any Change in Law (a) affects the amount of capital or liquidity required or expected to be maintained by banks or bank holding companies and any Bank, after any Fronting Bank or the Closing Date, the Lender has determined Agent determines that the adoption amount of capital or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof liquidity required to be maintained by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender it or its holding company with any request is increased or directive regarding capital adequacy (whether or not having the force of lawb) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Lendersuch Bank’s or its holding companysuch Fronting Bank’s capital as a consequence or on the capital of its commitments such Bank’s or obligations hereunder such Fronting Bank’s holding company to a level below that which the Lender such Bank or its such Fronting Bank or such Bank’s or Fronting Bank’s holding company could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration the Lendersuch Bank’s or its holding companysuch Fronting Bank’s policies and the policies of such Bank’s or such Fronting Bank’s holding company with respect to capital adequacyadequacy and liquidity), thenin each case, upon notice from as a consequence of this Agreement, the LenderCommitments of such Bank or the Loans made by, or participations in Letters of Credit held by, such Bank, or the Letters of Credit issued by such Fronting Bank, then such Bank, such Fronting Bank or the Agent may notify the Borrower of such fact, and the Borrower shall pay to such Bank, such Fronting Bank or the Lender such additional amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination Agent from time to time, within thirty (30) days after notice by the Lender Agent, such Fronting Bank or such Bank (such notice to be given promptly by the Agent, such Fronting Bank or such Bank upon the making of amounts owing under this Section shallany such determination), absent manifest erroras an additional fee payable hereunder, be conclusive and binding on the Borrower. Notwithstanding anything contained herein but subject to the contrarylimitations set forth in §5.8, such amount as such Bank, such Fronting Bank or the Borrower Agent shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written determine reasonably and in good faith and certify in a notice to the Borrower within ninety to be an amount that will adequately compensate such Bank or such Fronting Bank in light of these circumstances for its (90or its holding company’s) days following the later increased costs of (i) the date of occurrence of the event which forms the basis for maintaining such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets liquidity or any reduction suffered. Each Bank, each Fronting Bank and would notthe Agent shall allocate such cost increases and reductions among its customers in good faith and on an equitable basis, and will not charge the Borrower unless it is imposing such charges on the Borrower in a non-discriminatory manner, as determined in good faith by the reasonable judgment Agent without any obligation to disclose the identity of any other borrower or credit facility. In no event shall the Lender, Borrower be otherwise disadvantageous obligated to the Lenderpay any amount pursuant to this §5.7 to or in respect of a Delinquent Bank.

Capital Adequacy. If(a) In the event that Agent, after the Closing DateSwing Loan Lender, the any Issuer or any Lender has shall have determined that the adoption or effectiveness of any applicable lawChange in Law, rule or regulation any change in any guideline regarding capital adequacy, or any change therein, adequacy or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, any Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, any Issuer or any Lender and any corporation or its holding company bank controlling Agent, Swing Loan Lender, any Issuer or any Lender and the office or branch where Agent, Swing Loan Lender, any Issuer or any Lender (as so defined) makes or maintains any LIBOR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent, Swing Loan Lender’s , any Issuer or its holding companyany Lender’s capital as a consequence of its commitments or obligations hereunder (including the making of any Swing Loans) to a level below that which the Agent, Swing Loan Lender, such Issuer or such Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Agent’s, Swing Loan Lender’s, such Issuer’s or its holding companyand such Lender’s policies with respect to capital adequacy)) by an amount deemed by Agent, Swing Loan Lender, any Issuer or any Lender to be material, then, from time to time, Borrowers shall pay upon notice from the demand to Agent, Swing Loan Lender, the Borrower shall pay to the such Issuer or such Lender such additional amount or amounts as will compensate the Agent, Swing Loan Lender, such Issuer or such Lender or its holding company for such reduction. Each determination by the In determining such amount or amounts, Agent, Swing Loan Lender, such Issuer or such Lender may use any reasonable averaging or attribution methods. The protection of amounts owing under this Section shall3.9 shall be available to Agent, Swing Loan Lender, each Issuer and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, rule, regulation, guideline or condition. (b) A certificate of Agent, Swing Loan Lender, such Issuer or such Lender setting forth such amount or amounts as shall be necessary to compensate Agent, Swing Loan Lender, such Issuer or such Lender with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error, be conclusive and binding . Failure or delay on the Borrower. Notwithstanding anything contained herein part of Agent, Swing Loan Lender, any Issuer or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of the contraryright of Agent, the Borrower Swing Loan Lender, any Issuer or any Lender to demand such compensation; provided that Borrowers shall not be under required to compensate Agent, Swing Loan Lender, any obligation Issuer or any Lender pursuant to pay this Section for any reductions in return incurred more than 270 days prior to the date that Agent, Swing Loan Lender, such Issuer or such Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered notifies Borrowing Agent of such written notice law, rule, regulation or guideline giving rise to the Borrower within ninety (90) days following the later of (i) the date of occurrence such reductions and of the event which forms the basis for intention of Agent, Swing Loan Lender, such notice and request for Issuer or such Lender to claim compensation and (ii) the date the Lender becomes aware of therefor; provided further that if such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate claim arises by reason of the Lender as adoption of or change in any law, rule, regulation or guideline that is retroactive, then the office, branch or Affiliate 270 day period referred to above shall be extended to include the period of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderretroactive effect thereof.

Capital Adequacy. IfIf any Change in Law affects the amount of capital or liquidity required or expected to be maintained by any Lender, after any Issuing Bank or any corporation controlling such Lender or Issuing Bank due to the Closing Dateexistence of its Commitment, L/C Commitment, Loans or Letters of Credit or participations in Letters of Credit (as the case may be) hereunder, and such Lender or such Issuing Bank determines that the result of the foregoing is to increase the cost or reduce the return to such Lender or such Issuing Bank, as the case may be, of making or maintaining its Commitment, Loans or Letters of Credit or participating in Letters of Credit hereunder, then such Lender or such Issuing Bank, as the case may be, may notify the Loan Parties of such fact. To the extent that the costs of such increased capital or liquidity requirements are not reflected in the Base Rate, the Lender has determined that Eurodollar Rate, the adoption or effectiveness of any applicable lawCanadian Prime Rate, rule or regulation regarding capital adequacythe CDOR Loan, or any change thereinthe Facility Fee and/or the Applicable Rate, 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 the Loan Parties and such Lender or its holding company with any request such Issuing Bank, as the case may be, shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Loan Parties receive such Notice, an adjustment payable hereunder that will adequately compensate such Lender or directive such Issuing Bank, as the case may be, in light of these circumstances, and in connection therewith, such Lender or such Issuing Bank, as the case may be, will provide to the Loan Parties reasonably detailed information regarding capital adequacy the increase of such Lender’s or such Issuing Bank’s costs. If the Loan Parties and such Lender or such Issuing Bank are unable to agree to such adjustment within thirty (whether or 30) days of the date on which the Loan Parties receive such Notice, then commencing on the date of such Notice (but not having earlier than the force of law) effective date of any such Governmental Authorityincreased capital or liquidity requirement), central bank or comparable agencythe interest, has or would have the effect of reducing Facility Fee and/or the rate of return on the Applicable Rate payable hereunder shall increase by an amount that will, in such Lender’s or its holding companysuch Issuing Bank’s capital as a consequence of its commitments or obligations hereunder to a level below that which the Lender or its holding company could have achieved but for such adoptionreasonable determination, effectiveness, change or compliance (taking into consideration the Lender’s or its holding company’s policies with respect to capital adequacy), then, upon notice from the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender or its holding company for such reductionprovide adequate compensation. Each determination by the Lender of and each Issuing Bank agrees that amounts owing under claimed pursuant to this Section shall, absent manifest error, 4.05 shall be conclusive made in good faith and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderan equitable basis.

Capital Adequacy. If(a) If any Lender has determined, after the Closing Datedate hereof, the Lender has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacythe becoming effective of, or any change thereinin, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof in the interpretation or administration of, any applicable law, rule or regulation regarding capital adequacy, or compliance by the such Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the such Lender’s capital or its holding company’s capital assets as a consequence of its commitments or obligations hereunder to a level below that which the such Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s or its holding company’s policies with respect to capital adequacy)) by an amount deemed by such Lender to be material, then, upon notice from such Lender through the LenderAdministrative Agent to the Borrower setting forth in reasonable detail the charge and the calculation of such reduced rate of return to the Borrower, the Borrower shall be obligated to pay to the such Lender such additional amount or amounts as will compensate the such Lender or its holding company for such reductionreduction to the extent that such Lender reasonably determines that such additional amount is allocable to the existence of such Lender’s commitments or obligations hereunder. Each determination by the any such Lender of amounts owing under this Section shall, absent manifest demonstrable error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the parties hereto. (b) The Borrower shall not be under required to compensate a Lender pursuant to this Section 3.6 for any obligation to pay additional amounts incurred more than 180 days prior to the date that such Lender notifies the Borrower of the change of law giving rise to such additional amounts otherwise owing under this Section 2.5 and of such Lender’s intention to claim compensation therefor; provided that, if the Lender change of law giving rise to such additional amounts is retroactive, then such 180-day period referred to above shall not have delivered such written notice be extended to include the Borrower within ninety (90) days following the later period of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderretroactive effect thereof.

Capital Adequacy. If, after the Closing Agreement Date, any Lender or Issuing Bank (or any Affiliate of the Lender has foregoing) shall have reasonably determined that the adoption or effectiveness of any applicable lawApplicable Law, rule governmental rule, regulation or regulation order regarding the capital adequacyadequacy of banks or 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 the such Lender or its holding company Issuing Bank (or any Affiliate of the foregoing) 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 agencyagency (but only if such adoption, change, request or directive occurs after the Agreement Date), has or would have the effect of reducing the rate of return on the such Lender’s or its holding companyIssuing Bank’s (or any Affiliate of the foregoing) capital as a consequence of its commitments such Lender’s or Issuing Bank’s Revolving Loan Commitment or obligations hereunder to a level below that which the Lender or its holding company it could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s or its holding companyIssuing Bank’s (or any Affiliate of the foregoing) policies with respect to capital adequacyadequacy 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 from the Lenderdemand by such Lender or Issuing Bank, the Borrower Borrowers shall immediately pay to the such Lender or Issuing Bank such additional amount or amounts as will shall be sufficient to compensate the such Lender or its holding company Issuing Bank for any such reductionreduction actually suffered; provided that there shall be no duplication of amounts paid to a Lender pursuant to this sentence and Section 12.3. Each determination A certificate of such Lender or Issuing Bank setting forth the amount to be paid to such Lender or Issuing Bank by the Lender Borrowers as a result of amounts owing under any event referred to in this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderconclusive.

Capital Adequacy. If(a) In the event that any Agent, after the Closing Date, the Swing Loan Lender has or any Lender shall have determined that the adoption any Applicable Law or effectiveness of any applicable law, rule or regulation guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include any Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling any Agent, Swing Loan Lender or its holding company any Lender and the office or branch where any Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any LIBOR Rate Loans or LIBOR Rate Index Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the any Agent, Swing Loan Lender or any Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder (including the making of any Swing Loans) to a level below that which the such Agent, Swing Loan Lender or its holding company such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the each Agent’s, Swing Loan Lender’s or its holding companyand each Lender’s policies with respect to capital adequacy)) by an amount deemed by any Agent, Swing Loan Lender or any Lender to be material, then, upon notice from the Lendertime to time, the Borrower Borrowers shall pay upon demand to the such Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate the such Agent, Swing Loan Lender or its holding company such Lender for such reduction. Each determination by the In determining such amount or amounts, such Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of amounts owing under this Section shall3.9 shall be available to each Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, rule, regulation, guideline or condition. (b) A certificate of such Agent, Swing Loan Lender or such Lender setting forth such amount or amounts as shall be necessary to compensate such Agent , Swing Loan Lender or such Lender with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender.

Capital Adequacy. If, after If either (a) the Closing Date, introduction of or any change in or in the Lender has determined that the adoption or effectiveness interpretation of any applicable law, rule or regulation regarding capital adequacyor (b) compliance by a Lender with any law, rule or regulation or any change therein, guideline or request from 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 the Lender or its holding company with any request or directive regarding capital adequacy other governmental authority (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has affects or would have affect the effect amount of reducing capital required or expected to be maintained by a Lender or any corporation controlling such Lender, and such Lender determines that the rate amount of return on such capital is increased by or based upon the existence of such Lender’s 's Commitment or its holding company’s capital as a consequence of its Advances hereunder and other commitments or obligations hereunder to a level below that which the advances of such Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender’s or its holding company’s policies with respect to capital adequacy)of this type, then, upon notice from the demand by such Lender, subject to Section 10.9, the Borrower shall immediately pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender with respect to such circumstances (collectively, "Additional Costs"), to the extent that such Lender reasonably determines in good faith such additional amount or increase in capital to be allocable to the existence of such Lender's Commitment hereunder. Notwithstanding the foregoing, any Lender's demand for Additional Costs shall not include any Additional Costs with respect to any period more than 180 days prior to the date that such Lender gives notice to the Borrower of such Additional Costs unless the effective date of the Regulatory Modification which results in the right to receive Additional Costs is retroactive (the "Regulatory Modification Retroactive Effective Date"). If any Regulatory Modification has a Regulatory Modification Retroactive Effective Date and any Lender demands compensation within 180 days after the date setting the Regulatory Modification Retroactive Effective Date (the "Regulatory Modification Set Date"), such Lender shall have the right to receive such Additional Costs from the Regulatory Modification Retroactive Effective Date. If a Lender does not demand such Additional Costs within 180 days after the Regulatory Modification Set Date, such Lender may not receive payment of Additional Costs with respect to any period more than 180 days prior to such demand. A certificate as to such amounts as will compensate submitted to the Borrower by a Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section hereunder, shall, absent in the absence of manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderall purposes.

Capital Adequacy. If, If after the Closing Date, the date hereof any Lender has determined determines that (a) the adoption of or effectiveness of change in any applicable law, rule rule, regulation or regulation guideline regarding capital adequacyor liquidity (including, without limitation, on account of Basel III) ratios or any change therein, requirements for banks or bank holding companies or any change in the interpretation or administration application thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, or (b) compliance by the such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy or liquidity ratios or requirements (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 such Lender’s or its such holding company’s capital as a consequence of its commitments such Lender’s commitment to make Loans or obligations participate in Letters of Credit hereunder to a level below that which the such Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s or its such holding company’s then existing policies with respect to capital adequacy)adequacy or liquidity position and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, thenthen such Lender may notify the Borrower thereof. The Borrower agrees to pay to such Lender the amount of such reduction in the return on capital as and when such reduction is determined, upon notice from presentation by such Lender of a statement of the amount setting forth the Lender’s calculation thereof. In determining such amount, such Lender may use any reasonable averaging and attribution methods generally applied by such Lender. The Borrower’s obligations under this §4.10 shall survive the resignation or replacement of the Agent or any assignment of rights, by or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all of the Obligations and the Hedge Obligations. Notwithstanding the foregoing, the Borrower shall pay not be required to compensate any Lender pursuant to this §4.10 for any such amounts incurred more than 180 days prior to the Lender date of such additional amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the BorrowerLender’s demand. Notwithstanding anything contained herein to the contrary, the Borrower Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules guidelines or 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 regulatory authorities, in each case pursuant to Basel III, shall not in each case be under any obligation deemed to pay to be a change in law, rule, regulation or guidelines or the Lender amounts otherwise owing under interpretation thereof for the purposes of this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later regardless of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoingenacted, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch adopted or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderissued.

Capital Adequacy. If, after If either (a) the Closing Date, introduction of or any change in or in the Lender has determined that the adoption or effectiveness interpretation of any applicable law, rule or regulation regarding capital adequacyor (b) compliance by a Lender with any law, rule or regulation or any change therein, guideline or request from 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 the Lender or its holding company with any request or directive regarding capital adequacy other governmental authority (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has affects or would have affect the effect amount of reducing capital required or expected to be maintained by a Lender or any corporation controlling such Lender (any event or occurrence in clauses (a) or (b) above being a "Regulatory Modification"), and such Lender reasonably determines that the rate amount of return on such capital is increased by or based upon the existence of such Lender’s 's commitment or its holding company’s capital as a consequence of its Advances hereunder and other commitments or obligations hereunder to a level below that which the advances of such Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender’s or its holding company’s policies with respect to capital adequacy)of this type, then, upon notice from the demand by such Lender, subject to Section 11.9, the Borrower shall immediately pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender with respect to such circumstances (collectively, "Additional Costs"), to the extent that such Lender reasonably determines in good faith such additional amount or increase in capital to be allocable to the existence of such Lender's Commitment hereunder. Notwithstanding the foregoing, any Lender's demand for Additional Costs shall not include any Additional Costs with respect to any period more than 180 days prior to the date that such Lender gives notice to the Borrower of such Additional Costs unless the effective date of the Regulatory Modification which results in the right to receive Additional Costs is retroactive (the "Regulatory Modification Retroactive Effective Date"). If any Regulatory Modification has a Regulatory Modification Retroactive Effective Date and any Lender demands compensation within 180 days after the date setting the Regulatory Modification Retroactive Effective Date (the "Regulatory Modification Set Date"), such Lender shall have the right to receive such Additional Costs from the Regulatory Modification Retroactive Effective Date. If a Lender does not demand such Additional Costs within 180 days after the Regulatory Modification Set Date, such lender may not receive payment of Additional Costs with respect to any period more than 180 days prior to such demand. A certificate as to such amounts as will compensate submitted to the Borrower by a Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section hereunder, shall, absent manifest in the absence of demonstrable error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderall purposes.

Capital Adequacy. If, after (a) In the Closing Date, the event that any Lender has shall have determined that the adoption or effectiveness of implementation of, or any applicable change in, any law, rule rule, regulation or regulation guideline regarding capital adequacy, capital maintenance or any change therein, similar requirement or any change in the interpretation or administration application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender or its holding company any corporation controlling any Lender with any request request, guideline, policy or directive regarding capital adequacy (whether or not having the force of law) of from any such Governmental Authority, central bank or comparable agencyother Governmental Authority, has or would have the effect of reducing the rate of return on the such Lender’s 's or its holding company’s such Lender's controlling corporation's capital as a consequence of its commitments or obligations hereunder or its Loans to a level below that which the such Lender or its holding company such Lender's controlling corporation could have achieved but for such adoption, effectivenessimplementation, change or compliance (taking into consideration the such Lender’s 's or its holding company’s such Lender's controlling corporation's policies with respect to capital adequacy), thenthen from time to time, upon notice from demand by such Lender to the LenderCompany (with a copy to the Agent), the Borrower Company shall pay to the such Lender such additional amount or amounts as will compensate the such Lender or its holding company for such reduction. (b) Any such Lender will promptly notify the Company and the Agent upon becoming aware of any event which will cause it to demand payment of any additional amount pursuant to paragraph (a) above and shall furnish to the Company a certificate containing a determination made in good faith of such additional amount and the justification therefor and showing in reasonable detail the computation thereof. Each determination Determinations and allocations by any Lender of any additional amounts payable by the Lender Company pursuant to paragraph (a) of amounts owing under this Section shall, Subsection 2.10 shall be conclusive absent manifest error. (c) If any additional amount becomes or will in the future become payable for the account of any Lender under paragraph (a) of this Subsection 2.10, be conclusive and binding on then such Lender will (if so requested by the Borrower. Notwithstanding anything contained herein Company, but without prejudice to the contraryprovisions of this Subsection 2.10 ) consult with the Company and the Agent with a view to agreeing upon a mutually acceptable alternative arrangement (including the transfer of such Lender's Lending Office to another jurisdiction, if, in its sole discretion, such transfer is not in any way disadvantageous to it or contrary to its policies) which will avoid or minimize the Borrower payment of such additional amount in the future and which is not prejudicial to it. (d) The agreements contained in this Subsection 2.10 shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days survive for a period of one year following the later of (i) the date of occurrence repayment of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the LenderObligations.

Capital Adequacy. If(a) In the event that Agent, after the Closing Date, the Swing Loan Lender has or any Lender shall have determined that the adoption any Applicable Law or effectiveness of any applicable law, rule or regulation guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling Agent, Swing Loan Lender or its holding company any Lender and the office or branch where Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any Term SOFR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent, Swing Loan Lender or any Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder (including the making of any Swing Loans) to a level below that which the Agent, Swing Loan Lender or its holding company such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Agent’s, Swing Loan Lender’s or its holding companyand each Lender’s policies with respect to capital adequacy)) by an amount deemed by Agent, Swing Loan Lender or any Lender to be material, then, upon notice from the Lendertime to time, the Borrower Borrowers shall pay upon demand to the Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate the Agent, Swing Loan Lender or its holding company such Lender for such reduction. Each determination by the In determining such amount or amounts, Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of amounts owing under this Section shall3.9 shall be available to Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, rule, regulation, guideline or condition. (b) A certificate of Agent, Swing Loan Lender or such Lender setting forth such amount or amounts as shall be necessary to compensate Agent, Swing Loan Lender or such Lender with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender.

Capital Adequacy. If, If after the Closing Datedate hereof the Acceptance Bank, the Issuing Bank, any Lender has determined or the Administrative Agent determines that (a) the adoption of or effectiveness of change in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any Governmental Authority, central bank a court or comparable agency charged governmental authority with the interpretation or administration thereofappropriate jurisdiction, or (b) compliance by the Acceptance Bank, the Issuing Bank or such Lender or its holding company any corporation controlling the Acceptance Bank, the Issuing Bank or such Lender with any request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on the such Lender’s 's Commitment, Loans or its holding company’s capital as a consequence of its commitments or obligations hereunder Credit Instrument Participation to a level below that which the Acceptance Bank, the Issuing Bank or such Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Acceptance Bank, the Issuing Bank's or such Lender’s or its holding company’s 's then existing policies with respect to capital adequacy), then, upon notice from adequacy and assuming full utilization of such entity's capital) by any amount deemed by the LenderAcceptance Bank, the Borrower shall pay Issuing Bank or such Lender to be material, then the Lender such additional amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contraryAcceptance Bank, the Borrower shall not be under any obligation to pay to Issuing Bank or such Lender may notify the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware Borrowers of such eventfact. Notwithstanding To the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce extent that the amount of such reduction in its rate of the return on its capital is not reflected in the Base Rate (if relating to Loans or assets and would notUnpaid Reimbursement Obligations) or the Bankers' Acceptance Fee (if relating to the Bankers' Acceptances), the Borrowers, the Acceptance Bank, the Issuing Bank or such Lender shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate such lender for such reduction. If the Borrowers, the Acceptance Bank, the Issuing Bank or such Lender are unable to agree to such adjustment within thirty (30) days of the day on which the Borrowers receive such notice, then the fees payable hereunder shall increase by an amount which will, in the Acceptance Bank's, the Issuing Bank's or such Lender's reasonable judgment of the Lenderdetermination, be otherwise disadvantageous sufficient to compensate the LenderAcceptance Bank, the Issuing Bank or the such Lender for the amount of such reduction in the return on capital as and when such reduction is evidenced by calculations, in reasonable detail, presented by the Acceptance Bank, the Issuing Bank or such Lender of a certificate in accordance with ss.5.8 hereof. The Acceptance Bank, the Issuing Bank and each Lender shall allocate such cost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. If, after the Closing Datedate hereof, the any Lender has shall have determined that either (i) the adoption or effectiveness implementation of any applicable law, rule rule, regulation or regulation guideline of general applicability regarding capital adequacy, 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 (ii) compliance by the such Lender (or its holding company any lending office of such Lender) with any request or directive of general applicability regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the such Lender’s or its holding company’s 's capital as a consequence of its commitments or Borrower's obligations hereunder to a level below that which the such Lender or its holding company could have achieved but for such adoption, effectivenessimplementation, change or compliance (taking into consideration the such Lender’s or its holding company’s 's policies with respect to capital adequacy)) by an amount deemed by such Lender to be material, thenthen from time to time, upon notice from the within ten (10) days after demand by such Lender, which demands shall include a calculation and a reference to the applicable law, rule or regulation, Borrower shall pay to the such Lender such additional amount or of amounts as will adequately compensate the such Lender or its holding company for such reduction. Each determination by the Such Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use good faith and reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder lending office for such Lender's Advances if making such designation would will avoid the need for, or reduce the amount of of, such reduction in its rate of return on its capital or assets compensation and would will not, in the reasonable judgment sole opinion of the such Lender, be otherwise disadvantageous to such Lender. Each Lender shall notify the LenderAgent and the Borrower of any event occurring after the date of this Agreement entitling such Lender to compensation under this Section 9.7 within 45 days, after such Lender obtains actual knowledge thereof; provided that if any Lender fails to give such notice within 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 9.7 in respect of any costs resulting from such event, only be entitled to payment for costs incurred from and after the date 45 days prior to the date that such Lender gives such notice. A certificate of such Lender claiming compensation under this Section 9.7 and setting forth the additional amount of amounts to be paid to it hereunder, together with the description of the manner in which such amounts have been calculated, shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Capital Adequacy. If, (a) If after the Closing Datedate of this Agreement, the any Lender has shall have determined that the adoption or effectiveness (regardless of whether previously announced) of any applicable law, rule Legal Requirement or regulation treaty regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank Authority or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender or its holding company 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, has or would have the effect of increasing the cost of, or reducing the rate of return on the Lender’s capital of such Lender (or its any holding company’s capital company of which such Lender is a part) as a consequence of its commitments or obligations hereunder or under any Letter of Credit or its Note to a level below that which the such Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender’s or its holding company’s policies with respect by an amount deemed by such Lender to capital adequacy)be material, thenthen from time to time, upon notice from demand by such Lender (with a copy to the LenderAgent) in the form of a certificate stating the cause of such demand and reasonably detailed calculations therefor, the Borrower shall (subject to Section 10.6 hereof) agrees to pay to the such Lender such additional amount or amounts as will compensate the such Lender or holding company for such reduction. (b) The certificate of any Lender setting forth such amount or amounts as shall be necessary to compensate such Lender or its holding company for such reduction. Each determination by as specified in Subsection 10.16(a) above (and setting forth the Lender of amounts owing under this Section shallcalculation thereof in reasonable detail) shall be conclusive and binding, absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within five days after such Lender delivers such certificate. In preparing such certificate, be conclusive such Lender may employ such assumptions and binding on allocations of costs and expenses as it shall in good xxxxx xxxx reasonable and may use any reasonable averaging and attribution method. (c) If any Lender requests compensation from the Borrower under this Section 10.16 or under Sections 2.9(b) or 10.17, then at any time within 120 days after the Borrower. Notwithstanding anything contained herein to ’s receipt of the contrarycertificate from such Lender regarding the circumstances and calculation of the applicable compensation so requested, the Borrower shall have the right to seek and obtain one or more substitute lenders approved by the Agent (which approval shall not be under any obligation unreasonably withheld so long as each such substitute lender is an Eligible Assignee) to replace such Lender hereunder in compliance with all relevant provisions of Section 10.12 hereof. Contemporaneously with the replacement of such Lender hereunder with one or more such substitute lenders, the Borrower shall cause such substitute lender(s) to pay in full, as the purchase price for such assignment, the Obligations owed to such replaced Lender, including all accrued, unpaid interest thereon and any Consequential Loss owing by the Borrower to such replaced Lender amounts as a result of such payment, without payment to such replaced Lender of any prepayment fee otherwise owing payable to such Lender under the terms of Section 2.4(b) above. Notwithstanding the foregoing terms and provisions of this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of 10.16, (i) the date of occurrence Borrower shall remain obligated to make timely payment of the event which forms additional compensation set forth in the basis certificate presented to the Borrower by such replaced Lender under the terms of Section 10.16(b) above for such notice and request for compensation the periods prior to the applicable replacement date, and (ii) neither the date Agent nor any Lender shall have any obligation to the Borrower to find or locate any substitute lender or lenders to replace any Lender becomes aware of such event. Notwithstanding requesting compensation from the foregoing, the Lender agrees that, before giving any notice seeking a payment Borrower under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender10.16.

Capital Adequacy. IfIf the amount of capital required or expected to be maintained by any Lender or any Issuing Bank or any Person directly or indirectly owning or controlling such Lender or such Issuing Bank (each a “Control Person”), after shall be affected by the Closing Date, the occurrence of a Regulatory Change and such Lender has or such Issuing Bank shall have determined that the adoption such Regulatory Change shall have had or effectiveness of any applicable law, rule or regulation regarding capital adequacy, 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 the Lender or its holding company 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, has or would will thereafter have the effect of reducing the rate of return on the such Lender’s ’s, such Issuing Bank’s, or its holding companysuch Control Person’s capital as a consequence in respect of its commitments the Loans, Revolving Credit Commitment or obligations hereunder Letter of Credit or Swing Line Loan participations made or maintained by such Lender, or of the Reimbursement Obligations owed to such Issuing Bank, in any case to a level below that which the Lender such Lender, such Issuing Bank or its holding company such Control Person could have achieved or would thereafter be able to achieve but for such adoption, effectiveness, change or compliance Regulatory Change (after taking into consideration the account such Lender’s, such Issuing Bank’s or its holding companysuch Control Person’s policies with respect to regarding capital adequacy)) by an amount deemed by such Lender or such Issuing Bank to be material, then, upon notice from the Lenderwithin thirty days after demand by such Lender or such Issuing Bank, without duplication of other payments hereunder, the Borrower shall pay to such Lender, such Issuing Bank or such Control Person, as the Lender case may be, such additional amount or amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) as will shall be sufficient to compensate the Lender such Lender, such Issuing Bank or its holding company such Control Person for such reduction. Each determination by Failure or delay on the Lender part of amounts owing under any Lender, Issuing Bank or Control Person to demand compensation pursuant to this Section shall3.6 shall not constitute a waiver of such Lender’s, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein Issuing Bank’s or Control Person’s right to the contrary, the demand such compensation; provided that Borrower shall not be under required to compensate such Lender, Issuing Bank or Control Person pursuant to this Section 3.6 for any obligation to pay increased costs or reductions incurred more than 90 days prior to the Lender amounts otherwise owing under this Section 2.5 date that such Lender, Issuing Bank or Control Person, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions and of such Lender’s, Issuing Bank’s or Control Person’s intention to claim compensation therefor; provided further that, if the Lender Regulatory Change giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall not have delivered such written notice be extended to include the Borrower within ninety (90) days following the later period of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderretroactive effect thereof.

Capital Adequacy. If, after the Closing Datedate hereof, the Lender has determined reasonably determines that (a) the adoption of or effectiveness of change in any applicable law, rule rule, regulation or regulation guidelines regarding capital adequacy, requirements for banks or any change thereinbank holding companies, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, or (b) compliance by the Lender or its parent bank holding company with any request guideline, request, or directive of any such entity 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 Lender’s or its such holding company’s capital as a consequence of its the Lender’s commitments or obligations hereunder to a level below that which the Lender or its such holding company could have achieved but for such adoption, effectivenesschange, change or compliance (taking into consideration the Lender’s or its such holding company’s then existing policies with respect to capital adequacy)adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by Lender to be material, thenthen Lender may notify Borrowers thereof, upon notice from so long as such amounts have accrued on or after the Lender, the Borrower shall pay day which is 180 days prior to the date on which Lender first made demand therefor; provided, that if the event giving rise to such additional amount costs or amounts as will compensate reductions has retroactive effect, such 180 day period shall be extended to include the Lender or its holding company for period of retroactive effect. Following receipt of such reduction. Each determination by the Lender of amounts owing under this Section shallnotice, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation Borrowers agree to pay to Lender on demand the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered amount of such written notice to the Borrower reduction of return of capital as and when such reduction is determined, payable within ninety (90) days following after presentation by Lender of a statement in the later of amount and setting forth in reasonable detail Lender’s calculation thereof and the assumption upon which such calculation was based (iwhich statement shall be deemed true and correct absent manifest error). In determining such amount, Lender may use any reasonable averaging and attribution methods. Any rules, regulations, policies, guidelines, directives or similar requirements adopted, promulgated or implemented in connection with (a) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and (b) the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or any United States Governmental Authority, in each case pursuant to Basel III, shall in all events are deemed to have been imposed, introduced and adopted after the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the LenderAgreement.

Capital Adequacy. IfIf any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law regarding capital or liquidity requirements, in each instance, after the Closing Date, the Lender has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change after the Closing Date in the interpretation interpretation, administration or administration application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation interpretation, administration or administration application thereof, or the compliance by the any Lender or its holding company any Person controlling such Lender with any request request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of lawLaw) of any such Governmental Authority, central bank or comparable agencyagency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on the such Lender’s or its holding companysuch controlling Person’s capital as a consequence of its commitments or such Lender’s obligations hereunder to a level below that which the such Lender or its holding company such controlling Person could have achieved but for such adoption, effectivenesstaking effect, change change, interpretation, administration, application or compliance (taking into consideration the such Lender’s or its holding companysuch controlling Person’s policies with respect to capital adequacyadequacy or liquidity) then from time to time, within fifteen (15) days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), then, upon notice from the Lender, the Borrower shall promptly pay to the such Lender such additional amount or amounts as will compensate the such Lender or its holding company such controlling Person for such reduction. Each determination by , so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender of amounts owing under this Section shallfirst made demand therefor; provided that, absent manifest errorif such adoption, taking effect or change is given retroactive effect, then the 180-day period referred to above shall be conclusive and binding on extended to include the Borrowerretroactive effect thereof. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (ix) the date of occurrence 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 regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in law”, regardless of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoingenacted, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch adopted or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderissued.

Capital Adequacy. If, (a) If after the Closing Datedate of this Agreement, the any Lender has shall have determined that the adoption or effectiveness (regardless of whether previously announced) of any applicable law, rule Legal Requirement or regulation treaty regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank Authority or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender or its holding company 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, has or would have the effect of increasing the cost of, or reducing the rate of return on the Lender’s capital of such Lender (or its any holding company’s capital company of which such Lender is a part) as a consequence of its commitments or obligations hereunder or under any Letter of Credit or its Note to a level below that which the such Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender’s or its holding company’s policies with respect by an amount deemed by such Lender to capital adequacy)be material, thenthen from time to time, upon notice from demand by such Lender (with a copy to the LenderAdministrative Agent) in the form of a certificate stating the cause of such demand and reasonably detailed calculations therefor, the applicable Borrower shall (subject to Section 10.6 hereof) owing the applicable related Obligations to such Lender agree to pay to the such Lender such additional amount or amounts as will compensate the such Lender or holding company for such reduction. (b) The certificate of any Lender setting forth such amount or amounts as shall be necessary to compensate such Lender or its holding company for such reduction. Each determination by as specified in Subsection 10.16(a) above (and setting forth the Lender of amounts owing under this Section shallcalculation thereof in reasonable detail) shall be conclusive and binding, absent manifest error. The applicable Borrower owing the applicable related Obligations to such Lender shall pay such Lender the amount shown as due on any such certificate within five days after such Lender delivers such certificate. In preparing such certificate, be conclusive such Lender may employ such assumptions and binding on allocations of costs and expenses as it shall in good xxxxx xxxx reasonable and may use any reasonable averaging and attribution method. (c) If any Lender requests compensation from any Borrower under this Section 10.16 or under Sections 2.9(b) or 10.17, then at any time within 120 days after the applicable Borrower. Notwithstanding anything contained herein to ’s receipt of the contrarycertificate from such Lender regarding the circumstances and calculation of the applicable compensation so requested, the Borrower Borrowers shall have the right to seek and obtain one or more substitute lenders approved by the Administrative Agent (which approval shall not be under any obligation unreasonably withheld so long as each such substitute lender is an Eligible Assignee) to replace such Lender hereunder in compliance with all relevant provisions of Section 10.12 hereof. Contemporaneously with the replacement of such Lender hereunder with one or more such substitute lenders, the Borrowers shall cause such substitute lender(s) to pay in full, as the purchase price for such assignment, the Obligations owed to such replaced Lender, including all accrued, unpaid interest thereon and any Consequential Loss owing by such Borrower to such replaced Lender as a result of such payment, without payment to such replaced Lender of any prepayment fee otherwise payable to such Lender under the Lender amounts otherwise owing under terms of Section 2.4(b) above. Notwithstanding the foregoing terms and provisions of this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of 10.16, (i) the date of occurrence applicable Borrower shall remain obligated to make timely payment of the event which forms additional compensation set forth in the basis certificate presented to such Borrower by such replaced Lender under the terms of Section 10.16(b) above for such notice and request for compensation the periods prior to the applicable replacement date, and (ii) no Agent or Lender shall have any obligation to the date the Borrowers to find or locate any substitute lender or lenders to replace any Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving requesting compensation from any notice seeking a payment Borrower under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender10.16.

Capital Adequacy. If, after the Closing Datedate hereof, the Lender has determined that the adoption or effectiveness implementation of any applicable law, rule or regulation regarding capital adequacyadequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency other governmental authority charged with the interpretation or administration thereof, or compliance by the a Revolving Lender (or its holding company parent) 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 agencyother governmental authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would have the effect of reducing the rate of return on the such Revolving Lender’s or its holding company’s 's capital as a consequence of its commitments or obligations hereunder or the transactions contemplated hereby to a level below that which the such Revolving Lender or its holding company could have achieved but for such adoption, effectivenessimplementation, change or compliance (taking into consideration the such Revolving Lender’s or its holding company’s 's policies with respect to capital adequacy) by an amount deemed by such Revolving Lender to be material, then such Revolving Lender shall provide to the Borrower notice of such matter, and from time to time thereafter within ten (10) Business Days after demand by such Revolving Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail), then, upon notice from the Lender, the Borrower shall pay to the such Revolving Lender such additional amount or amounts as will compensate the such Revolving Lender or its holding company for such reduction. Each determination reduction which is incurred by such Revolving Lender after the Lender date of amounts owing such Revolving Lender's notice to the Borrower under this Section shall, absent manifest error, be conclusive and binding on the Borrower8. 1. Notwithstanding anything contained herein the preceding sentence, upon Borrower's receipt of such notice from such Revolving Lender, Borrower may provide to the contrary, the Borrower shall not be under any obligation to pay to the such Revolving Lender amounts otherwise owing its notice of prepayment in accordance with Section 2.5 hereof. A certificate of such Revolving Lender claiming compensation under this Section 2.5 if and setting forth the additional amount or amounts to be paid to it hereunder shall be prima facie evidence thereof, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Revolving Lender shall not have delivered such may use any reasonable averaging and attribution methods. Upon receipt of a notice from a Revolving Lender under this section, the Borrower, upon ten (10) days prior written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for Agent, may replace such notice and request for compensation and (ii) the date the Revolving Lender becomes aware of such event. Notwithstanding the foregoing, the with a new Revolving Lender agrees that, before giving any notice seeking that would not require a payment under this section, which replacement Revolving Lender shall purchase the rights and assume the obligations of the replaced Revolving Lender under this Agreement and the other Operative Documents for a price equal to the outstanding principal and accrued but unpaid interest on the Note issued to such replaced Revolving Lender, plus the amount of other fees (including without limitation the commitment fee payable in accordance with Section 2.52.2 (a) of this Agreement), such fees to be pro rated through the purchase and assumption date; provided, however, that such replacement Revolving Lender must be reasonably acceptable to the Agent. Each Revolving Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (consistent with its internal policy and legal and regulatory restrictionsnot, in such Revolving Lender's reasonable judgment, otherwise disadvantageous to such Revolving Lender) to mitigate or avoid, any obligation by the Borrower to pay any amount pursuant to this Section 8.1 (and, if any Revolving Lender has given notice of any such event and thereafter such event ceases to exist, such Revolving Lender shall promptly so notify the Borrower and the Agent). Without limiting the foregoing, each Revolving Lender will designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder funding office if making such designation would will avoid (or reduce the amount of cost to the Borrower of) any event described in the preceding sentence and such reduction in its rate of return on its capital or assets and would designation will not, in the such Revolving Lender's reasonable judgment of the Lenderjudgment, be otherwise disadvantageous to the such Revolving Lender.

Capital Adequacy. If, If after the Closing Date, the Lender has determined date hereof any Creditor Party determines that (i) the adoption of or effectiveness of change in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any Governmental Authority, central bank a court or comparable agency charged governmental authority with the interpretation or administration thereofappropriate jurisdiction, or (ii) compliance by the Lender such Creditor Party or its holding company any corporation controlling such Creditor Party with any request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on the Lendersuch Creditor Party’s or its holding company’s capital as a consequence of its commitments or obligations hereunder commitment with respect to any Loans to a level below that which the Lender or its holding company such Creditor Party could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lendersuch Creditor Party’s or its holding company’s then existing policies with respect to capital adequacy), then, upon notice from the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive adequacy and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware assuming full utilization of such evententity’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 presentation of a certificate in accordance with Section 6.10. Notwithstanding To the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce extent that the amount of such reduction in its rate of the return on its capital or assets is not reflected in the Base Rate, the Borrowers and would notsuch 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 compensation payable hereunder which will adequately compensate such Creditor Party in light of these circumstances. If the Borrowers and such Creditor Party are unable to agree to such adjustment within thirty (30) days of the date on which the Borrowers receive such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in such Creditor Party’s reasonable determination, provide adequate compensation; provided that the reasonable judgment Borrowers shall not be liable to any Creditor Party for costs incurred more than one hundred eighty (180) days prior to receipt by the Borrowers of the Lender, be otherwise disadvantageous to the Lendersuch notice. Each Creditor Party shall allocate such cost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. If, after the Closing Date, the Lender 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 the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender or its holding company 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, has or would have the effect of reducing the rate of return on the Lender’s or its holding company’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which the Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender’s or its holding company’s policies with respect to capital adequacy), then, upon notice from the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender.

Capital Adequacy. If, If after the Closing Agreement Date, any Lender or Issuing Bank (or any affiliate of the Lender has foregoing) shall have reasonably determined that the adoption or effectiveness of any applicable law, rule governmental rule, regulation or regulation order regarding the capital adequacyadequacy of banks or bank holding companies, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the such Lender or its holding company Issuing Bank (or any affiliate of the foregoing) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agencyagency (but only if such adoption, change, request or directive occurs after the Agreement Date), has or would have the effect of reducing the rate of return on such Lender's or Issuing Bank's (or any affiliate of the Lender’s or its holding company’s foregoing) capital as a consequence of its commitments such Lender's or Issuing Bank's Commitment or obligations hereunder to a level below that which the Lender or its holding company it could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's or Issuing Bank's (or any affiliate of the Lender’s or its holding company’s foregoing) policies with respect to capital adequacyadequacy 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 from the Lenderdemand by such Lender or Issuing Bank, the Borrower Borrowers shall immediately pay to the such Lender or Issuing Bank such additional amount or amounts as will shall be sufficient to compensate the such Lender or its holding company Issuing Bank for any such reductionreduction actually suffered; provided, however, that there shall be no duplication of amounts paid to a Lender pursuant to this sentence and Section 12.3 hereof. Each determination A certificate of such Lender or Issuing Bank setting forth the amount to be paid to such Lender or Issuing Bank by the Lender Borrowers as a result of amounts owing under any event referred to in this Section paragraph shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderconclusive.

Capital Adequacy. 4.11.1. If, after the Closing Datedate hereof, the any Lender has or Administrative Agent shall have reasonably determined that the adoption or effectiveness after the date hereof of any applicable law, rule or regulation Law regarding capital adequacy, adequacy or any change therein, after the date hereof therein or any change in the interpretation or administration thereof after the date hereof by any Governmental Authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender or its holding company with any request or directive after the date hereof regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank bank, or comparable agency, has or would have the effect of reducing the rate of return on the Lender’s capital of such Lender or its holding company’s capital any corporation controlling such Lender as a consequence of its commitments or such Lender’s obligations hereunder to a level below that which the such Lender or its holding company such corporation could have achieved but for such adoption, effectivenesschange, change request, or compliance directive (taking into consideration the Lender’s or its holding company’s policies with respect to capital adequacy), then, then from time to time upon notice from the Lender, the Borrower demand Reseller shall pay to the such Lender such additional amount or amounts as will reasonably compensate the such Lender or its holding company for such reduction. 4.11.2. Each determination by Lender shall promptly notify Reseller and Administrative Agents of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender of amounts owing under to compensation pursuant to this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder Applicable Lending Office if making such designation would will avoid the need for, or reduce the amount of of, such reduction in its rate of return on its capital or assets compensation and would will not, in the reasonable judgment Permitted Discretion of the such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section shall furnish to Reseller and Administrative Agents a statement setting forth the Lenderadditional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Each Lender agrees, with respect to the provisions of this Section, to treat Reseller in a manner substantially similar to that of its other similarly situated customers.

Capital Adequacy. IfIf any Lender or Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company, after the Closing Dateif any, the Lender 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 the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender or its holding company 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 agencyrequirements, has or would have the effect of reducing the rate of return on the such Lender’s (or its holding company’s parent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which the such Lender (or its holding company parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s (or its holding company’s parent corporation’s) policies with respect to capital adequacy), then, upon notice from such Lender, accompanied by a statement in reasonable detail showing the Lendercalculation of the amount demanded, the Borrower shall pay to the such Lender such additional amount or amounts as will compensate the such Lender or its holding company for such reduction. Each determination by the any such Lender of amounts owing under this Section 4.2 shall, absent manifest demonstrable error, be conclusive and binding on the Borrowerparties hereto. Notwithstanding anything contained herein This Section shall survive termination of this Credit Agreement and the other Credit Documents and payment of the Loans and all other amounts payable hereunder. Failure or delay on the part of any Lender to the contrary, demand compensation pursuant to this Section 4.2 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be under required to compensate such Lender pursuant to this Section for any obligation to pay increased costs or reductions incurred more than 90 days prior to the date that such Lender amounts otherwise owing under this Section 2.5 notifies the Borrower of the change in or in the interpretation of law or regulation giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch change in or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment interpretation of law or regulation giving rise to such increased costs or reductions is retroactive, then the Lender, 90-day period referred to above shall be otherwise disadvantageous extended to include the Lenderperiod of retroactive effect thereof.

Capital Adequacy. IfIf any Lender or the LC Issuer shall have determined, after the Closing Date, the Lender has determined that the adoption or effectiveness of any applicable law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender (or its holding company lending office) or the LC Issuer with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the such Lender’s or the LC Issuer’s capital (or the capital of its respective holding company’s capital ) as a consequence of its commitments or obligations hereunder to a level below that which the such Lender or the LC Issuer (or its respective holding company company) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s or the LC Issuer’s, as applicable, policies or the policies of its holding company’s policies company with respect to capital adequacy) by an amount deemed by such Lender or the LC Issuer, as applicable, to be material, then from time to time, within 15 days after demand by such Lender or the LC Issuer, as applicable (with a copy to Agent), then, upon notice from the Lender, the Borrower shall pay to such Lender or the Lender LC Issuer, as applicable, such additional amount or amounts as will shall compensate such Lender or the Lender LC Issuer, as applicable (or its holding company company) for such reduction. Each determination by Lender or the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower LC Issuer shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different officelending office (or, with respect to the LC Issuer, a different branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder affiliate) if making such designation would will avoid the need for, or reduce the amount of of, such reduction in its rate of return on its capital or assets compensation and would will not, in the reasonable judgment of such Lender or the LenderLC Issuer, as applicable, be otherwise disadvantageous to such Lender or the LC Issuer. A certificate of any Lender or the LC Issuer, as applicable, claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Lender or the LC Issuer, as applicable, may use any reasonable averaging and attribution methods. Failure on the part of any Lender or the LC Issuer to demand compensation for any reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s or the LC Issuer’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 Lender and the LC Issuer regardless of any possible contention of the invalidity or inapplicability of the law, regulation or other condition that shall have been imposed.

Capital Adequacy. IfIf any Lender or the Issuing Lender determines that any Change in Law affecting such Lender or the Issuing Lender or any lending office of such Lender or such Lender’s or the Issuing Lender's holding company, after the Closing Dateif any, the Lender 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 the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender or its holding company 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, requirements has or would have the effect of reducing the rate of return on the such Lender’s or its the Issuing Lender's capital or on the capital of such Lender’s or the Issuing Lender's holding company’s capital , if any, as a consequence of its commitments this Agreement, the Commitments of such Lender or obligations hereunder the Advances made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Lender, to a level below that which the such Lender or its the Issuing Lender or such Lender’s or the Issuing Lender's holding company could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration the such Lender’s or its the Issuing Lender's policies and the policies of such Lender’s or the Issuing Lender's holding company’s policies company with respect to capital adequacy), then, upon notice then from time to time the Borrower will pay to such Lender or the Issuing Lender, as the Borrower shall pay to the Lender case may be, such additional amount or amounts as will compensate the such Lender or its the Issuing Lender or such Lender’s or the Issuing Lender's holding company for any such reductionreduction suffered. Each determination A certificate as to such amounts and detailing the calculation of such amounts submitted to the Borrower by such Lender or the Issuing Lender of amounts owing under this Section shallshall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay such Lender or the Issuing Lender, be conclusive and binding on as the Borrower. Notwithstanding anything contained herein to the contrarycase may be, the Borrower shall not be under amount shown as due on any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower certificate within ninety thirty (9030) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderafter receipt thereof.

Capital Adequacy. IfIf any Participating Lender has determined, after the Closing Datedate hereof, the Lender has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacythe becoming effective of, or any change thereinin, or any change in the interpretation or administration thereof by any Governmental Authority, central bank bank, or comparable agency charged with the interpretation or administration thereofthereof in the interpretation or administration of, any applicable law, rule, or regulation regarding capital adequacy, or compliance by the such Participating Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank bank, or comparable agency, has or would have the effect of increasing such Participating Lender’s cost of maintaining its Commitment or Standby L/C, as the case may be, or making or maintaining any Loans or any Standby L/C, as the case may be, or reducing the rate of return on the such Participating Lender’s capital or its holding company’s capital assets as a consequence of its commitments or obligations hereunder to a level below that which the such Participating Lender or its holding company could have achieved but for such adoption, effectiveness, change change, or compliance (taking into consideration the such Lender’s or its holding company’s policies with respect to capital adequacy), then, upon notice from such Participating Lender to the LenderBorrower, the Borrower shall be obligated to pay to the such Participating Lender such additional amount or amounts as will compensate the such Participating Lender or its holding company for such reductionincreased cost or reduction in amount received. Each determination by the any such Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrowerparties hereto. Notwithstanding anything contained herein The relevant Lender will, upon request, provide a certificate in reasonable detail as to the contrary, the Borrower shall not be under amount of such increased cost or reduction in amount received and method of calculation. Upon any obligation to pay to the Lender amounts otherwise owing Participating Lender’s making a claim for compensation under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of 4.09, (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Participating Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will shall use commercially reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch change the jurisdiction of its lending office or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments assign its rights and obligations hereunder to another of the Lender hereunder if making such designation would avoid its offices, branches or affiliates so as to eliminate or reduce any such additional payment by the amount of Borrower which may thereafter accrue, if such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be change is not otherwise disadvantageous to such Lender, and (ii) the LenderBorrower may replace such Lender in accordance with Section 4.12.

Capital Adequacy. If, If after the date hereof any Bank or the Agent ---------------- determines that (a) the adoption of or change after the Closing Date, the Lender has determined that the adoption or effectiveness of Date in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any Governmental Authority, central bank a court or comparable agency charged governmental authority with the interpretation or administration thereofappropriate jurisdiction, or (b) compliance by such Bank or the Lender Agent or its holding company any corporation controlling such Bank or the Agent with any request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on such Bank's or the Lender’s Agent's Commitment with respect to any Revolving Credit Loans or its holding company’s capital as a consequence of its commitments or obligations hereunder the Revolving Credit Loans to a level below that which such Bank or the Lender or its holding company Agent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's or the Lender’s or its holding company’s Agent's then existing policies with respect to capital adequacy)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 from then such Bank or the Lender, Agent may notify the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such eventfact. Notwithstanding To the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce extent that the amount of such reduction in its rate of the return on its capital or assets is not reflected in the Base Rate, the Borrower and would notsuch Bank shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Bank in light of these circumstances. If the Borrower and such Bank are unable to agree to such adjustment within thirty (30) days of the date on which the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in the such Bank's reasonable judgment of the Lenderdetermination, be otherwise disadvantageous to the Lenderprovide adequate compensation. Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. IfIf any Lender shall have determined in good faith that the adoption, effectiveness, phase-in or applicability (excluding any adoption, effectiveness, phase-in or applicability published as of the Second Restatement Date and currently scheduled to take effect) after the Closing Date, the Lender has determined that the adoption or effectiveness date hereof of any applicable law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein, therein or any change in the interpretation or administration thereof after the date hereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the any Lender (or its holding company applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Lender’s capital of such Lender or its holding company’s capital any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Commitments or Letters of its commitments Credit or participations therein or other obligations hereunder to a level below that which the such Lender or its holding company such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the Lender’s policies of such Lender or its holding company’s policies such controlling corporation with respect regard to capital adequacy), thenthen from time to time, upon notice within fifteen Business Days after receipt by Borrowers from such Lender of the Lenderstatement referred to in the next sentence, the Borrower Borrowers shall pay to the such Lender such additional amount or amounts as will compensate the such Lender or its holding company such controlling corporation on an after-tax basis for such reduction. Each determination by the ; provided that a Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation entitled to pay avail itself of the benefit of this subsection 2.7A to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving extent that any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital was incurred more than six months prior to the time it first makes a demand therefor, unless the circumstance giving rise to such reduced return arose or assets and would notbecame applicable retrospectively, in which case no time limit shall apply (provided that such Lender has notified Borrowers within six months from the date such circumstances arose or became applicable). Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this subsection 2.7A, will give prompt written notice thereof to Borrowers’ Agent (with a copy to Administrative Agent), which notice shall set forth in reasonable judgment detail the basis of the Lender, be otherwise disadvantageous to the Lendercalculation of such additional amounts.

Capital Adequacy. If, after In the Closing Date, the Lender has determined event that the adoption a Regulatory Change does or effectiveness of any applicable law, rule or regulation regarding capital adequacy, 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 the Lender or its holding company 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, has or would shall have the effect of reducing the rate of return on the such Lender’s or its holding company’s 's capital as a consequence of its commitments or obligations hereunder to a level below that which the such Lender or its holding company could would have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s or its holding company’s 's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, ten (10) days after submission by such Lender to the Borrower (with a copy to the Agent) of a written request therefor, together with a certificate (which shall be conclusive absent manifest error), thensetting forth the calculations evidencing such requested additional amount, upon notice 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 the Lendersuch law or regulation, the Borrower shall pay to the such Lender such additional amount or amounts as will compensate the such Lender or its holding company for such reduction. Each determination by 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 of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borroweris entitled to compensation with respect thereto. Notwithstanding anything contained herein to the contraryforegoing, the Borrower shall only be obligated to compensate such Lender for any amount under this subsection arising or occurring during (i) in the case of each such request for compensation, any time or period commencing not be under any obligation to pay more than ninety (90) days prior to the date on which such Lender amounts otherwise owing submits such request and (ii) any other time or period during which, because of the unannounced retroactive application of such law, regulation, interpretation, request or directive, such Lender could not have known that the resulting reduction in return might arise. Each Lender will notify the Borrower that it is entitled to compensation pursuant to this subsection as promptly as practicable after it determines to request such compensation; provided, however, that the failure to provide such notice shall not restrict the ability of such Lender to be reimbursed under this Section 2.5 if 2.12 except as provided in clause (i) above. In the Lender shall not have delivered such written notice to event the Borrower shall be required to make any payment or reimbursement or to compensate the Issuing Bank or any Lender under this Section 2.12, so long as no Default has occurred and is continuing, the Borrower shall be free, at any time within ninety (90) days following after the later receipt of (i) the date of occurrence of the event which forms the basis for such notice and a request for compensation and (ii) hereunder by the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving Issuing Bank or any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous as applicable, to replace the Issuing Bank or any such Lender, as applicable, with another major international bank reasonably acceptable to the LenderAdministrative Agent.

Capital Adequacy. If, after the Closing Date, the If any Lender has determined that the adoption or effectiveness effectiveness, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change thereintherein (after 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 the such Lender (or its holding company parent corporation) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the such Lender’s (or its holding company’s parent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which the such Lender (or its holding company parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s (or its holding company’s parent corporation’s) policies with respect to capital adequacy), then, upon notice from such Lender, accompanied by a statement in reasonable detail showing the Lendercalculation of the amount demanded, the Borrower shall pay to the such Lender such additional amount or amounts as will compensate the such Lender or its holding company for such reduction. Each determination by the any such Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the Borrowerparties hereto. Notwithstanding anything contained herein This Section shall survive termination of this Credit Agreement and the other Credit Documents and payment of the Loans and all other amounts payable hereunder. Failure or delay on the part of any Lender to the contrary, demand compensation pursuant to this Section 4.2 shall not constitute a waiver of such Lender's right to demand such compensation; provided that the Borrower shall not be under required to compensate such Lender pursuant to this Section for any obligation to pay increased costs or reductions incurred more than 90 days prior to the date that such Lender amounts otherwise owing under this Section 2.5 notifies the Borrower of the change in or in the interpretation of law or regulation giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor; provided further that, if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch change in or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment interpretation of law or regulation giving rise to such increased costs or reductions is retroactive, then the Lender, 90-day period referred to above shall be otherwise disadvantageous extended to include the Lenderperiod of retroactive effect thereof.

Capital Adequacy. IfIf the amount of capital or liquidity required or expected to be maintained by any Lender or any Issuing Bank or any Person directly or indirectly owning or controlling such Lender or such Issuing Bank (each a “Control Person”), after shall be affected by the Closing Date, the occurrence of a Regulatory Change and such Lender has or such Issuing Bank shall have determined that the adoption such Regulatory Change shall have had or effectiveness of any applicable law, rule or regulation regarding capital adequacy, 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 the Lender or its holding company 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, has or would will thereafter have the effect of reducing the rate of return on the such Lender’s ’s, such Issuing Bank’s, or its holding companysuch Control Person’s capital as a consequence in respect of its commitments the Loans, Revolving Credit Commitment or obligations hereunder Letter of Credit or Swing Line Loan participations made or maintained by such Lender, or of the Reimbursement Obligations owed to such Issuing Bank, in any case to a level below that which the Lender such Lender, such Issuing Bank or its holding company such Control Person could have achieved or would thereafter be able to achieve but for such adoption, effectiveness, change or compliance Regulatory Change (after taking into consideration the account such Lender’s, such Issuing Bank’s or its holding companysuch Control Person’s policies with respect to regarding capital adequacy)) by an amount deemed by such Lender or such Issuing Bank to be material, then, upon notice from the Lenderwithin thirty days after demand by such Lender or such Issuing Bank, without duplication of other payments hereunder, the Borrower shall pay to such Lender, such Issuing Bank or such Control Person, as the Lender case may be, such additional amount or amounts (calculated by such Lender (in reasonable detail delivered to the Borrower) using any reasonable method chosen by such Lender) as will shall be sufficient to compensate the Lender such Lender, such Issuing Bank or its holding company such Control Person for such reduction. Each determination by Failure or delay on the Lender part of amounts owing under any Lender, Issuing Bank or Control Person to demand compensation pursuant to this Section shall3.6 shall not constitute a waiver of such Lender’s, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein Issuing Bank’s or Control Person’s right to the contrary, the demand such compensation; provided that Borrower shall not be under required to compensate such Lender, Issuing Bank or Control Person pursuant to this Section 3.6 for any obligation to pay increased costs or reductions incurred more than 90 days prior to the Lender amounts otherwise owing under this Section 2.5 date that such Lender, Issuing Bank or Control Person, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions and of such Lender’s, Issuing Bank’s or Control Person’s intention to claim compensation therefor; provided further that, if the Lender Regulatory Change giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall not have delivered such written notice be extended to include the Borrower within ninety (90) days following the later period of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderretroactive effect thereof.

Capital Adequacy. IfBorrower shall pay directly to each Lender from time to time on request such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any costs that it reasonably determines are attributable to the maintenance by such Lender, after the Closing Date, the Lender has determined that the adoption or effectiveness of pursuant to any applicable law, rule law or regulation regarding capital adequacy, or any change thereininterpretation, directive 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 the Lender or its holding company with any request or directive regarding capital adequacy (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) of any such Governmental Authority (a) following any Regulatory Change or (b) implementing after the date hereof any risk-based capital guideline or other capital requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any Governmental Authority, central bank or comparable agencyof capital in respect of such Lender's Revolving Credit Commitment, has or would have the effect Revolving Credit Advances and/or Letter of reducing Credit Obligations hereunder (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on the Lender’s assets or its holding company’s capital as a consequence equity of its commitments or obligations hereunder such Lender to a level below that which the such Lender or its holding company could have achieved but for such adoptionlaw, effectivenessregulation, change interpretation, directive or compliance (taking into consideration request). Each Lender shall notify Borrower of any event occurring after the Lender’s or its holding company’s policies date of this Agreement entitling such Lender to compensation under this SECTION 1.19 as promptly as practicable, but in any event within 90 days, after such Lender obtains actual knowledge thereof; PROVIDED that if any Lender fails to give such notice within 90 days after it obtains actual knowledge of such an event, such Lender shall, with respect to capital adequacy)compensation payable pursuant to this SECTION 1.19 in respect of any costs resulting from such event, then, upon notice only be entitled to payment under this SECTION 1.19 for costs incurred from and after the Lender, the Borrower shall pay date 90 days prior to the date that such Lender does give such additional notice. Each Lender will furnish to Borrower a certificate setting forth the basis and amount of each request by such Lender for compensation under this SECTION 1.19. Determinations and allocations by any Lender for purposes of this SECTION 1.19 of the effect of any Regulatory Change pursuant to or amounts as will compensate the Lender of capital maintained pursuant to this SECTION 1.19, on its costs or rate of return of maintaining Revolving Credit Advances or its holding company for Revolving Credit Commitment and of the amounts required to compensate such reduction. Each determination by the Lender of amounts owing under this Section shallSECTION 1.19, shall be conclusive absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender.

Capital Adequacy. If, If after the Closing Date, the date hereof any Lender has determined (or any Issuing Lender) determines that the adoption or effectiveness (a) as a result of any applicable law, rule or regulation regarding capital adequacya Change in Law, 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 (b) compliance by the such Lender (or Issuing Lender) or its parent bank holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank entity regarding liquidity or comparable agencycapital adequacy, has or would have the effect of reducing the rate of return on the such Lender’s (or its Issuing Lender’s) or such holding company’s capital as a consequence of such Lender’s commitment to make Loans or participate in Letters of Credit hereunder (or for such Issuing Lender to issue its commitments or obligations hereunder Letters of Credit), to a level below that which the such Lender (or its Issuing Lender) or holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s (or its Issuing Lender’s) or such holding company’s then existing policies with respect to capital adequacy)adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender (or Issuing Lender) to be material, then, upon notice from the then such Lender (or Issuing Lender, the ) may notify Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender or its holding company for such reductionthereof. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation agrees to pay to the such Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90or Issuing Lender) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of the return on its capital as and when such reduction is reasonably determined, upon presentation by such Lender (or assets and would not, in the reasonable judgment Issuing Lender) of a statement of the amount setting forth such Lender’s (or Issuing Lender’s) calculation thereof. In determining such amount, be otherwise disadvantageous to the such Lender (or Issuing Lender) may use any reasonable averaging and attribution methods generally applied by such Lender (or Issuing Lender).

Capital Adequacy. If(a) In the event that Agent, after the Closing Date, the Swing Loan Lender has or any Lender shall have determined that the adoption any Applicable Law or effectiveness of any applicable law, rule or regulation guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling Agent, Swing Loan Lender or its holding company any Lender and the office or branch where Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any LIBORTerm SOFR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent, Swing Loan Lender or any Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder (including the making of any Swing Loans) to a level below that which the Agent, Swing Loan Lender or its holding company such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Agent’s, Swing Loan Lender’s or its holding companyand each Lender’s policies with respect to capital adequacy)) by an amount deemed by Agent, Swing Loan Lender or any Lender to be material, then, upon notice from the Lendertime to time, the Borrower Borrowers shall pay upon demand to the Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate the Agent, Swing Loan Lender or its holding company such Lender for such reduction. Each determination by the In determining such amount or amounts, Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of amounts owing under this Section shall3.9 shall be available to Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, rule, regulation, guideline or condition. (b) A certificate of Agent, Swing Loan Lender or such Lender setting forth such amount or amounts as shall be necessary to compensate Agent, Swing Loan Lender or such Lender with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender.

Capital Adequacy. If, (a) If after the Closing Datedate of this Agreement, the any Issuer or Lender has shall have determined that the adoption or effectiveness (regardless of whether previously announced) of any applicable law, rule Legal Requirement or regulation treaty regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank Authority or comparable agency charged with the interpretation or administration thereof, or compliance by the any Issuer or Lender or its holding company 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, has or would have the effect of increasing the cost of, or reducing the rate of return on the Lender’s capital of such Issuer or its Lender (or any holding company’s capital company of which such Issuer or Lender is a part) as a consequence of its commitments or obligations hereunder or under any Letter of Credit or its Note to a level below that which the such Issuer, Lender or its holding company could have achieved but for such adoption, effectivenesschange or compliance by an amount deemed by such Issuer or Lender to be material, then from time to time, upon written demand to the Company by such Issuer or Lender (with a copy to the Agent), the Company shall pay to such Issuer or Lender, but only with respect to periods arising after such demand by such Issuer or Lender and applicable periods prior to such demand by such Issuer or Lender if such adoption, change or compliance (taking into consideration the Lender’s or its holding company’s policies with respect to capital adequacy)is retroactive in application, then, upon notice from the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the such Issuer, Lender or holding company for such reduction. (b) The certificate of any Lender setting forth such amount or amounts as shall be necessary to compensate such Lender or its holding company for such reduction. Each determination by as specified in Subsection 9.15(a) above (and setting forth the Lender of amounts owing under this Section shallcalculation thereof in reasonable detail) shall be delivered as soon as practicable to the Company and shall be conclusive and binding, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower The Company shall not be under any obligation to pay to the such Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount shown as due on any such certificate within five days after such Lender delivers such certificate. In preparing such certificate, such Lender may employ such assumptions and allocations of such reduction costs and expenses as it shall in its rate of return on its capital or assets good xxxxx xxxx reasonable and would not, in the may use any reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderaveraging and attribution method.

Capital Adequacy. If(a) In the event that Agent, after the Closing DateSwing Loan Lender, the any Issuer or any Lender has shall have determined that the adoption or effectiveness of any applicable lawChange in Law, rule or regulation any change in any guideline regarding capital adequacy, or any change therein, adequacy or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, any Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, any Issuer or any Lender and any corporation or its holding company bank controlling Agent, Swing Loan Lender, any Issuer or any Lender and the office or branch where Agent, Swing Loan Lender, any Issuer or any Lender (as so defined) makes or maintains any Term SOFR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent, Swing Loan Lender’s , any Issuer or its holding companyany Lender’s capital as a consequence of its commitments or obligations hereunder (including the making of any Swing Loans) to a level below that which the Agent, Swing Loan Lender, such Issuer or such Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Agent’s, Swing Loan Lender’s, such Issuer’s or its holding companyand such Lender’s policies with respect to capital adequacy)) by an amount deemed by Agent, Swing Loan Lender, any Issuer or any Lender to be material, then, from time to time, Borrowers shall pay upon notice from the demand to Agent, Swing Loan Lender, the Borrower shall pay to the such Issuer or such Lender such additional amount or amounts as will compensate the Agent, Swing Loan Lender, such Issuer or such Lender or its holding company for such reduction. Each determination by the In determining such amount or amounts, Agent, Swing Loan Lender, such Issuer or such Lender may use any reasonable averaging or attribution methods. The protection of amounts owing under this Section shall3.9 shall be available to Agent, Swing Loan Lender, each Issuer and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, rule, regulation, guideline or condition. (b) A certificate of Agent, Swing Loan Lender, such Issuer or such Lender setting forth such amount or amounts as shall be necessary to compensate Agent, Swing Loan Lender, such Issuer or such Lender with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error, be conclusive and binding . Failure or delay on the Borrower. Notwithstanding anything contained herein part of Agent, Swing Loan Lender, any Issuer or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of the contraryright of Agent, the Borrower Swing Loan Lender, any Issuer or any Lender to demand such compensation; provided that Borrowers shall not be under required to compensate Agent, Swing Loan Lender, any obligation Issuer or any Lender pursuant to pay this Section for any reductions in return incurred more than 270 days prior to the date that Agent, Swing Loan Lender, such Issuer or such Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered notifies Borrowing Agent of such written notice law, rule, regulation or guideline giving rise to the Borrower within ninety (90) days following the later of (i) the date of occurrence such reductions and of the event which forms the basis for intention of Agent, Swing Loan Lender, such notice and request for Issuer or such Lender to claim compensation and (ii) the date the Lender becomes aware of therefor; provided further that if such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate claim arises by reason of the Lender as adoption of or change in any law, rule, regulation or guideline that is retroactive, then the office, branch or Affiliate 270 day period referred to above shall be extended to include the period of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderretroactive effect thereof.

Capital Adequacy. If(a) In the event that Agent, after the Closing Date, the Swing Loan Lender has or any Lender shall have determined that the adoption any Applicable Law or effectiveness of any applicable law, rule or regulation guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9(a), the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling Agent, Swing Loan Lender or its holding company any Lender and the office or branch where Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any Term SOFR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent, Swing Loan Lender or any Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder (including the making of any Swing Loans) to a level below that which the Agent, Swing Loan Lender or its holding company such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Agent’s, Swing Loan Lender’s or its holding companyand each Lender’s policies with respect to capital adequacy)) by an amount deemed by Agent, Swing Loan Lender or any Lender to be material, then, upon notice from the Lendertime to time, the Borrower Borrowers shall pay upon demand to the Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate the Agent, Swing Loan Lender or its holding company such Lender for such reduction. Each determination by the In determining such amount or amounts, Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of amounts owing under this Section shall3.9(a) shall be available to Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, rule, regulation, guideline or condition. (b) A certificate of Agent, Swing Loan Lender or such Lender setting forth such amount or amounts as shall be necessary to compensate Agent, Swing Loan Lender or such Lender with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender.

Capital Adequacy. If, after the Closing Date, the Lender has determined that the adoption or effectiveness of If any applicable law, rule or regulation Change in Law regarding capital adequacy, adequacy or any change therein, or any change in the interpretation or administration thereof liquidity by any Governmental Authority, central bank or comparable agency charged by Applicable Law with the interpretation or administration thereof, or compliance by the such Lender or its holding company parent corporation with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authorityauthority, central bank bank, or comparable agency, in each case made subsequent to the date hereof, has or would have the effect of reducing the rate of return on the Lender’s or its holding company’s capital of any Affected Party as a consequence of its commitments or obligations hereunder or arising in connection herewith to a level below that which the Lender or its holding company any such Affected Party could have achieved but for such adoptionintroduction, effectivenesschange, compliance or change or compliance (taking into consideration the Lender’s or its holding company’s policies of such Affected Party with respect to capital adequacyadequacy or liquidity) by an amount deemed by such Affected Party to be material, then within 30 days following the receipt of written demand by such Affected Party (which written demand shall be accompanied by a statement setting forth the basis for such demand in reasonable detail), then, upon notice from the Lender, the Borrower shall pay directly to the Lender such Affected Party such additional amount or amounts as will compensate the Lender or its holding company such Affected Party for such reduction. Each determination If as a 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 accompanied by a statement setting forth the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrarybasis for such demand in reasonable detail), the Borrower shall not be under any obligation to pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any amounts actually paid by it. In determining any amount provided for in this Section 2.11, the Lender amounts otherwise owing Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim or demand under this Section 2.5 if the Lender 2.11 shall not have delivered such written notice submit to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event a certificate as to such additional or increased cost or reduction, which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, certificate shall be otherwise disadvantageous to the Lenderconclusive absent manifest error.

Capital Adequacy. If, If after the Closing Date, date hereof any Bank or the Lender has determined Agent determines that (a) the adoption of or effectiveness of change in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any Governmental Authority, central bank a court or comparable agency charged governmental authority with the interpretation or administration thereofappropriate jurisdiction, or (b) compliance by such Bank or the Lender Agent or its holding company any corporation controlling such Bank or the Agent with any request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on such Bank's or the Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder Agent's commitment with respect to any Revolving Credit Loans to a level below that which such Bank or the Lender or its holding company Agent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's or the Lender’s or its holding company’s Agent's then existing policies with respect to capital adequacy)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 from then such Bank or the Lender, Agent may notify the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such eventfact. Notwithstanding To the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce extent that the amount of such reduction in its rate of the return on its capital or assets is not reflected in the Prime Rate, the Borrower and would notsuch Bank shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Bank in light of these circumstances. If the Borrower and such Bank are unable to agree to such adjustment within thirty (30) days of the date on which the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in the such Bank's reasonable judgment of the Lenderdetermination, be otherwise disadvantageous to the Lenderprovide adequate compensation. Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. If, after the Closing Datedate hereof, the any Lender or LC Issuer has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacythe becoming effective of, or any change thereinin, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof in the interpretation or administration of, any applicable law, rule or regulation regarding capital adequacy, or compliance by the such Lender or its holding company LC Issuer, or the parent corporation of such Lender or LC Issuer, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the such Lender’s 's or its holding company’s LC Issuer's (or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which the such Lender or its holding company LC Issuer, or the parent corporation of such Lender or LC Issuer, could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s 's or its holding company’s LC Issuer's (or parent corporation's) policies with respect to capital adequacy), then, upon written notice from such Lender or LC Issuer to the LenderBorrower, the Borrower shall be obligated to pay to the such Lender or LC Issuer such additional amount or amounts as will compensate the such Lender or its holding company LC Issuer on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such reduction. Each such written notice of a determination by the any such Lender or LC Issuer of amounts owing under this Section 3.9 shall set forth and certify in reasonable detail the basis for such determination and the calculation of amounts so owing, which certification shall, absent manifest error, be conclusive and binding on the Borrowerparties hereto. Notwithstanding anything contained herein to the contrarycontrary contained herein, the Borrower shall not be under required to make any obligation payments to pay any Lender or LC Issuer or the Administrative Agent pursuant to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered 3.9 relating to any period of time which is greater than 90 days prior to such written notice to Person's request for additional payment except for retroactive application of such law, rule or regulation, in which case the Borrower is required to make such payments so long as such Person makes a request therefor within ninety (90) 90 days following after the later public announcement of (i) such retroactive application. This covenant shall survive the date termination of occurrence this Credit Agreement and the payment of the event which forms the basis for such notice Loans and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderall other amounts payable hereunder.

Capital Adequacy. If, If after the Closing Datedate hereof, the Lender any 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 the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender or its holding company such Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Lender’s such Bank's capital or its holding company’s capital assets as a consequence of its commitments or obligations hereunder to a level below that which the Lender or its holding company such Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender’s or its holding company’s such Bank's policies with respect to capital adequacy), thenthen from time to time, upon notice from the Lenderwithin 15 days after demand by such Bank, the Borrower shall pay to the Lender such Bank such additional amount or amounts as will compensate the Lender or its holding company such Bank for such reduction. Each determination Upon determining in good faith that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by the Lender any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the Borrowerparties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Notwithstanding anything contained herein Failure on the part of any Bank to the contrary, the Borrower 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 under any obligation entitled to pay to the Lender amounts otherwise owing compensation under this Section 2.5 if the Lender for any costs incurred or reductions suffered with respect to any date unless such Bank shall not have delivered such written notice to notified the Borrower within ninety (90) days following that it will demand compensation for such costs or reductions not more than six months after the later of (i) the such date of occurrence of the event which forms the basis for such notice and request for compensation and or (ii) the date the Lender becomes on which such Bank shall have become aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch costs or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderreductions.

Capital Adequacy. If, If after the Closing Datedate hereof, the Lender has determined that the adoption or effectiveness of any applicable law, rule Applicable Law regarding the capital adequacy of banks or regulation regarding capital adequacybank holding companies, or any change therein, in Applicable Law (whether adopted before or after the Agreement Date) or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or the Lender or its bank holding company of such Lender) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritygovernmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the any Lender’s or its holding company’s 's capital as a consequence of its commitments or obligations hereunder with respect to the Loans and the Commitment to a level below that which the Lender or its holding company it could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s or its holding company’s 's policies with respect to capital adequacy)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, if such Lender exercises its capital adequacy protection rights (if any) generally for borrowers situated similarly to the Borrower and upon notice from the demand by such Lender, the Borrower shall promptly pay to the such Lender such additional amount or amounts as will shall be sufficient to compensate the such Lender or its holding company for such reductionreduced return, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Revolving Loan Maturity Date, Term Loan A Maturity Date, Term Loan B Maturity Date, Term Loan C Maturity Date and Incremental Facility Maturity Date, as applicable, until payment in full thereof at the Default Rate. Each determination A certificate of such Lender setting forth the amount to be paid to such Lender by the Lender Borrower as a result of amounts owing under any event referred to in this Section shall, paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender.

Capital Adequacy. If, If after the Closing Date, the date hereof any Lender has determined determines that (a) the adoption of or effectiveness of change in any applicable law, rule rule, regulation or regulation guideline regarding capital adequacyor liquidity (including, without limitation, on account of Basel III) requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, or (b) compliance by the such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy or liquidity requirements (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 such Lender’s or its such holding company’s capital as a consequence of its commitments such Lender’s commitment to make Loans or obligations participate in Letters of Credit hereunder to a level below that which the such Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s or its such holding company’s then existing policies with respect to capital adequacy)adequacy or liquidity position and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, thenthen such Lender may notify the Borrower thereof. The Borrower agrees to pay to such Lender the amount of such reduction in the return on capital as and when such reduction is determined, upon notice from presentation by such Lender of a statement of the amount setting forth the Lender’s calculation thereof. In determining such amount, such Lender may use any reasonable averaging and attribution methods generally applied by such Lender. The Borrower’s obligations under this §4.10 shall survive the resignation or replacement of the Agent or any assignment of rights, by or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all of the Obligations and the Hedge Obligations. Notwithstanding the foregoing, the Borrower shall pay not be required to compensate any Lender pursuant to this §4.10 for any such amounts incurred more than 180 days prior to the Lender date of such additional amount or amounts as will compensate the Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the BorrowerLender’s demand. Notwithstanding anything contained herein to the contrary, the Borrower Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules guidelines or 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 regulatory authorities, in each case pursuant to Basel III, shall not in each case be under any obligation deemed to pay to be a change in law, rule, regulation or guidelines or the Lender amounts otherwise owing under interpretation thereof for the purposes of this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later regardless of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoingenacted, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch adopted or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderissued.

Capital Adequacy. If(a) In the event that any Lender (for purposes of this Section 3.06, the term “Lender” shall include Agent or any Lender and any corporation or bank controlling Agent or any Lender) shall have determined that any applicable law, rule, regulation or guideline regarding capital adequacy in effect on the Closing Date, or any change therein effected after the Closing Date, the Lender 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 the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency other financial, monetary or other authority, in each case adopted after the Closing Date, charged with the interpretation or administration thereof, or compliance by any Lender and the office or branch where any Lender (as so defined) makes or its holding company maintains any Term Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the any Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder to a level below that which the such Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the each Lender’s or its holding company’s policies with respect to capital adequacy), then, upon notice from the Lendertime to time, the Borrower shall pay upon demand to the such Lender such additional amount or amounts as will compensate the such Lender or its holding company for such reduction. Each determination by the Lender of amounts owing under this Section shall; provided, absent manifest errorhowever, be conclusive and binding on the Borrower. Notwithstanding that, notwithstanding anything contained herein to the contrary, the Borrower this Section 3.06 shall not be under any obligation deemed to pay apply to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and to The Basel III Accord published by The Basel Committee on Banking Supervision, and to all requests, rules, regulations, guidelines or directives under either of the foregoing or issued in connection therewith, regardless of the date enacted, adopted or issued, even if enacted, adopted or issued before the Closing Date. In determining such amount or amounts, such Lender amounts otherwise owing under this Section 2.5 if the may use any reasonable averaging or attribution methods. Such Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce certify the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous provide a reasonably detailed calculation thereof to Borrower and Agent. Notwithstanding anything to the contrary in this Section 3.06, Loan Parties shall not be required to compensate a Lender pursuant to this Section 3.06 for any amounts incurred more than one hundred eighty (180) days prior to the date that such Lender notifies Borrower of such Lender’s intention to claim compensation therefor; provided, that, if the circumstances giving rise to such claim have a retroactive effect, then such one hundred eighty (180) day period shall be extended to include the period of such retroactive effect. The protection of this Section 3.06 shall be available to each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition. (b) A certificate of such Lender setting forth such amount or amounts as shall be necessary to compensate such Lender with respect to Section 3.06(a) when delivered to Borrower and Agent shall be conclusive absent manifest error.

Capital Adequacy. If(a) In the event that Agent, after the Closing Date, the Swing Loan Lender has or any Lender shall have determined that the adoption any Applicable Law or effectiveness of any applicable law, rule or regulation guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling Agent, Swing Loan Lender or its holding company any Lender and the office or branch where Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any LIBOR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent, Swing Loan Lender or any Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder (including the making of any Swing Loans) to a level below that which the Agent, Swing Loan Lender or its holding company such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Agent’s, Swing Loan Lender’s or its holding companyand each Lender’s policies with respect to capital adequacy)) by an amount deemed by Agent, Swing Loan Lender or any Lender to be material, then, upon notice from the Lendertime to time, the Borrower Borrowers shall pay upon demand to the Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate the Agent, Swing Loan Lender or its holding company such Lender for such reduction. Each determination by the In determining such amount or amounts, Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of amounts owing under this Section shall3.9 shall be available to Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, rule, regulation, guideline or condition. (b) A certificate of Agent, Swing Loan Lender or such Lender setting forth such amount or amounts as shall be necessary to compensate Agent, Swing Loan Lender or such Lender with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender.

Capital Adequacy. If, after the Closing Date, the If any Lender has determined that the adoption or effectiveness effectiveness, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change thereintherein (after 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 the such Lender (or its holding company parent corporation) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the such Lender’s (or its holding company’s parent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which the such Lender (or its holding company parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the such Lender’s (or its holding company’s parent corporation’s) policies with respect to capital adequacy), then, upon notice from such Lender, accompanied by a statement in reasonable detail showing the Lendercalculation of the amount demanded, the Borrower shall pay to the such Lender such additional amount or amounts as will compensate the such Lender or its holding company for such reduction. Each determination by the any such Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the Borrowerparties hereto. Notwithstanding anything contained herein This Section shall survive termination of this Credit Agreement and the other Credit Documents and payment of the Loans and all other amounts payable hereunder. Failure or delay on the part of any Lender to the contrary, demand compensation pursuant to this Section 4.2 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be under required to compensate such Lender pursuant to this Section for any obligation to pay increased costs or reductions incurred more than 90 days prior to the date that such Lender amounts otherwise owing under this Section 2.5 notifies the Borrower of the change in or in the interpretation of law or regulation giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch change in or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment interpretation of law or regulation giving rise to such increased costs or reductions is retroactive, then the Lender, 90-day period referred to above shall be otherwise disadvantageous extended to include the Lenderperiod of retroactive effect thereof.

Capital Adequacy. If, after the Closing Date, the Lender has determined that the adoption or effectiveness of If any applicable law, rule or regulation Change in Law regarding capital adequacy, adequacy or any change therein, or any change in the interpretation or administration thereof liquidity by any Governmental Authority, central bank or comparable agency charged by Applicable Law with the interpretation or administration thereof, or compliance by the such Lender or its holding company parent corporation with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authorityauthority, central bank bank, or comparable agency, in each case made subsequent to the date hereof, has or would have the effect of reducing the rate of return on the Lender’s or its holding company’s capital of any Affected Party as a consequence of its commitments or obligations hereunder or arising in connection herewith to a level below that which the Lender or its holding company any such Affected Party could have achieved but for such adoptionintroduction, effectivenesschange, compliance or change or compliance (taking into consideration the Lender’s or its holding company’s policies of such Affected Party with respect to capital adequacyadequacy or liquidity) by an amount deemed by such Affected Party to be material, then within 30 days following the receipt of written demand by such Affected Party (which written demand shall be accompanied by a statement setting forth the basis for such demand in reasonable detail), then, upon notice from the Lender, the Borrower shall pay directly to the Lender such Affected Party such additional amount or amounts as will compensate the Lender or its holding company such Affected Party for such reduction. Each determination If as a result of any event or circumstance similar to those described in Sections 2.11(a), 2.11(b) or 2.11(c), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within 30 days following the receipt of written demand by such Affected Party (which written demand shall be accompanied by a statement setting forth the Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrarybasis for such demand in reasonable detail), the Borrower shall not be under any obligation to pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any amounts actually paid by it. In determining any amount provided for in this Section 2.11, the Lender amounts otherwise owing Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim or demand under this Section 2.5 if the Lender 2.11 shall not have delivered such written notice submit to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event a certificate as to such additional or increased cost or reduction, which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, certificate shall be otherwise disadvantageous to the Lenderconclusive absent manifest error.

Capital Adequacy. If, after the Closing Date, the If any Lender has reasonably determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacyadequacy made after the date hereof, or any change thereintherein made after 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 thereofthereof made after the date hereof, or compliance by the such Lender or its holding parent company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agencyagency made after the date hereof, has or would have the effect of reducing the rate of return on the such Lender’s or its holding parent company’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which the such Lender or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender’s or policies of such Lender and its holding company’s policies parent company with respect to capital adequacy), then, upon notice from within 10 Business Days after the LenderBorrower’s receipt of the certificate referred to in the next sentence, the Borrower shall pay to the such Lender such additional amount or amounts as will compensate the such Lender or and its holding parent company for such reduction; provided that no such amounts shall be payable with respect to reduction in rate of return incurred more than three (3) months before such Lender demands compensation under this Section 3.5. A certificate as to the amount of such reduction in rate of return, the good faith basis therefor and setting forth in reasonable detail the calculations used by the applicable Lender to arrive at the amount or amounts claimed to be due, shall be submitted to the Borrower and the Agent. Each determination by the a Lender of amounts owing under this Section shall, absent manifest error, shall be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence rebuttably presumptive evidence of the event which forms the basis matters set forth therein. No demand for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy shall be made unless the Lender shall make comparable demands of other similarly situated borrowers. The provisions of this Section shall survive termination of this Credit Agreement and legal and regulatory restrictions) to designate a different office, branch or Affiliate the payment of the Lender as the office, branch or Affiliate of the Lender having the commitments Loans and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderall other amounts payable hereunder.

Capital Adequacy. If(a) If any Change in Law shall: (i) impose, after modify or deem applicable any reserve, special deposit, or similar requirement (including any compulsory loan requirement, insurance charge or similar assessment) against assets of, deposits with or for the Closing Dateaccount of, or credit extended by, any LC Participant or any Issuer; (ii) impose on any LC Participant or Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or LC Disbursements acquired by such LC Participant or any Letter of Credit or participation therein; or (iii) subject any LC Participant or Issuer to any Taxes (other than (A) Indemnified Taxes that are indemnified under Section 2.16 (Taxes) and (B) Excluded Taxes); and the result of any of the foregoing shall be to increase the cost to such LC Participant or Issuer of holding any LC Disbursement (or of maintaining its obligation to acquire any such LC Disbursement) or to increase the cost to such LC Participant or Issuer of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Issuer or Participant hereunder (whether of principal, interest or otherwise), then, upon request of such Issuer of LC Participant, the Lender has determined Company will pay to such Issuer or LC Participant, as the case may be, such additional amount or amounts as will compensate such Issuer or LC Participant, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Issuer or LC Participant determines that the adoption or effectiveness of any applicable law, rule or regulation Change in Law regarding capital adequacy, 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 the Lender or its holding company 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, liquidity requirements has or would have the effect of reducing the rate of return on the Lendersuch Issuer’s or its LC Participant’s capital or on the capital of such Issuer’s or LC Participant’s holding company’s capital , if any, as a consequence of its commitments this Agreement or obligations hereunder the LC Disbursements acquired by, or participations in Letters of Credit held by, such LC Participant, or the Letters of Credit issued by the Issuer, to a level below that which the Lender such Issuer or its LC Participant or such Issuer’s or LC Participant’s holding company could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration the Lendersuch Issuer’s or its holding companyLC Participant’s policies and the policies of such Issuer’s or LC Participant’s holding company with respect to capital adequacyadequacy and liquidity), then, upon notice then from time to time the Lender, the Borrower shall Company will pay to such Issuer or LC Participant, as the Lender case may be, such additional amount or amounts as will compensate such Issuer or LC Participant or such Issuer’s or LC Participant’s holding company for any such reduction suffered. (c) A certificate of an Issuer or LC Participant setting forth the Lender amount or amounts necessary to compensate such Issuer or LC Participant or its holding company for such reduction. Each determination by company, as the Lender case may be, as specified in paragraph (a) or (b) of amounts owing under this Section shall, shall be delivered to the Company and shall be conclusive absent manifest error. The Company shall pay such Issuer or LC Participant, be conclusive and binding as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the Borrower. Notwithstanding anything contained herein part of any Issuer or LC Participant to demand compensation pursuant to this Section shall not constitute a waiver of such Issuer’s or LC Participant’s right to demand such compensation; provided that the contrary, the Borrower Company shall not be under required to compensate an Issuer or LC Participant pursuant to this Section for any obligation to pay increased costs or reductions incurred more than 270 days prior to the Lender amounts otherwise owing under this Section 2.5 date that such Issuer or LC Participant, as the case may be, notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Issuer’s or LC Participant’s intention to claim compensation therefor; provided further that, if the Lender Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall not have delivered such written notice be extended to include the Borrower within ninety (90) days following the later period of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderretroactive effect thereof.

Capital Adequacy. If(a) In the event that Agent, after the Closing Date, the Swing Loan Lender has or any Lender shall have determined that the adoption any Applicable Law or effectiveness of any applicable law, rule or regulation guideline regarding capital adequacyadequacy or liquidity, or any change therein, Change in Law or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling Agent, Swing Loan Lender or its holding company any Lender and the office or branch where Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any Term SOFR Rate Loans) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent, Swing Loan Lender or any Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder (including the making of any Swing Loans) to a level below that which the Agent, Swing Loan Lender or its holding company such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Agent’s, Swing Loan Lender’s or its holding companyand each Lender’s policies with respect to capital adequacy)adequacy and liquidity) by an amount deemed by Agent, Swing Loan Lender or any Lender to be material, then, upon notice from the Lendertime to time, the Borrower Borrowers shall pay upon demand to the Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate the Agent, Swing Loan Lender or its holding company such Lender for such reduction. Each determination by the In determining such amount or amounts, Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of amounts owing under this Section shall3.9 shall be available to Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, rule, regulation, guideline or condition. (b) A certificate of Agent, Swing Loan Lender or such Lender setting forth such amount or amounts as shall be necessary to compensate Agent, Swing Loan Lender or such Lender with respect to Section 3.9(a) when delivered to Borrowing Agent shall be conclusive absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be under any obligation to pay to the Lender amounts otherwise owing under this Section 2.5 if the Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch or Affiliate of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender.[Innovex] 2nd A&R Credit Agreement 88

Capital Adequacy. If(a) In the event that Agent, after the Closing Date, the Swing Loan Lender has or any Lender shall have determined that the adoption any Applicable Law or effectiveness of any applicable law, rule or regulation guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling Agent , Swing Loan Lender or its holding company any Lender and the office or branch where Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any LIBOR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent, Swing Loan Lender or any Lender’s or its holding company’s capital as a consequence of its commitments or obligations hereunder (including the making of any Swing Loans) to a level below that which the Agent, Swing Loan Lender or its holding company such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Agent’s, Swing Loan Lender’s or its holding companyand each Lender’s policies with respect to capital adequacy)) by an amount deemed by Agent, Swing Loan Lender or any Lender to be material, then, upon notice from the Lendertime to time, the Borrower Borrowers shall pay upon demand to the Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate the Agent, Swing Loan Lender or its holding company such Lender for such reduction. Each determination by the In determining such amount or amounts, Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of amounts owing under this Section shall3.9 shall be available to Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, rule, regulation, guideline or condition. (b) A certificate of Agent or such Lender setting forth such amount or amounts as shall be necessary to compensate Agent or such Lender with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error, be conclusive and binding on the Borrower. Notwithstanding anything contained herein to the contrary, the Borrower shall not be . (c) If Agent or any Lender requests compensation under any obligation Section 3.7 or Section 3.9 or if Borrowers are required to pay any additional amount to the Agent or any Lender amounts otherwise owing under this pursuant to Section 2.5 if the 3.7 or Section 3.9, then such Lender shall not have delivered such written notice to the Borrower within ninety (90) days following the later of (i) the date of occurrence of the event which forms the basis for such notice and request for compensation and (ii) the date the Lender becomes aware of such event. Notwithstanding the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office, branch lending office for funding or Affiliate of the Lender as the office, branch booking its Advances hereunder or Affiliate of the Lender having the commitments to assign its rights and obligations hereunder to another of the Lender hereunder if making such designation would avoid its offices, branches or reduce the amount of such reduction in its rate of return on its capital or assets and would notaffiliates, if, in the reasonable judgment of the Agent or such Lender, such designation or assignment (i) would eliminate or reduce materially amounts payable pursuant to Section 3.7 or Section 3.9, as the case may be, in the future, (ii) would not subject Agent or such Lender to any unreimbursed cost or expense, (iii) would not require Agent or such Lender to take any action inconsistent with its internal policies or legal or regulatory restrictions, and (iv) would not otherwise be otherwise disadvantageous to the Agent or such Lender.

Capital Adequacy. If, after the Closing Date, the If any Lender has determined shall determine that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, thereof or compliance by the such Lender (or its holding company lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the such Lender’s or its holding company’s 's capital as a consequence of its commitments obligations hereunder or obligations the Letters of Credit or credit extended by it hereunder to a level below that which the such Lender or its holding company could have achieved but for such adoptionlaw, effectivenessrule, regulation, change or compliance (taking into consideration the such Lender’s or its holding company’s 's policies with respect to capital adequacy)) by an amount deemed by such Lender to be material, then, upon notice then from time to time as specified by such Lender the Lender, the Borrower Company shall pay to the Lender such additional amount or amounts as will compensate the such Lender or its holding company for such reductionreduction in rate of return. Each determination by the A certificate of any Lender of amounts owing claiming compensation under this Section shalland setting forth the additional amount or amounts to be paid to it hereunder in reasonable detail shall be deemed prima facie correct. In determining such amount, absent manifest error, be conclusive such Lender may use any reasonable averaging and binding on the Borrowerattribution methods. Notwithstanding anything contained herein to the contrary, the Borrower A Lender shall not be under any obligation entitled to pay to the Lender amounts otherwise owing compensation under this Section 2.5 if the Lender shall not have delivered such written notice with respect to any change, adoption or interpretation (a "Change") for any period prior to the Borrower within ninety (90) days following the later earlier of (i) the date of occurrence it notifies the Company of the event which forms the basis for such notice and request for compensation and Change or (ii) the date which 30 days prior to the date such Lender becomes aware 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 event30-day period. Notwithstanding Each Lender and the foregoing, the Lender agrees that, before giving any notice seeking a payment under this Section 2.5, it will Administrative Agent shall use reasonable efforts (consistent with its internal policy to minimize the cost imposed on the Company in respect of any such increased capital requirement and legal 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 regulatory restrictions) other borrowers to designate a different officewhich it applies, branch 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 Affiliate be compensated for any increased capital requirement from the Company hereunder in excess of the Lender as the office, branch or Affiliate of the Lender having the commitments and obligations of the Lender hereunder if making such designation would avoid or reduce the amount of such reduction in its rate of return on its capital or assets and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lenderso computed.