Common use of Capital Adequacy Clause in Contracts

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s or the Administrative Agent’s commitment with respect to any Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Rate, the Borrower agrees to pay such Lender or the Administrative Agent (as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (ai) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority court or governmental authority with appropriate jurisdiction, or (bii) compliance by such Lender or the Administrative Agent or any corporation Person controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity Person regarding capital adequacyadequacy (with respect to the foregoing clauses (i) and (ii), regardless of the date enacted, adopted or issued including, without limitation: (x) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III), has the effect of reducing the return on such Lender’s 's or the Administrative Agent’s commitment 's Commitments with respect to any Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower Representative of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds Base Rate or the LIBOR Rate, the Borrower agrees Borrowers jointly and severally agree to pay such Lender or the Administrative Agent (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon within thirty (30) days of presentation by such Lender or the Administrative Agent (as the case may be) the Administrative Agent of a certificate in accordance with Section 5.8 §4.8 hereof. Such Each Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender Lender, Agent or the Administrative Agent Issuing Bank determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender Lender, Agent or the Administrative Agent Issuing Bank or any corporation controlling such Lender Lender, Agent or the Administrative Agent Issuing Bank with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s 's, Agent's or the Administrative Agent’s Issuing Bank's commitment with respect to any Loans to a level below that which such Lender Lender, Agent or the Administrative Agent Issuing Bank could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's, Agent's or the Administrative Agent’s Issuing Bank's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) Agent or Issuing Bank to be material, then such Lender Lender, Agent or the Administrative Agent Issuing Bank may notify the Borrower Borrowers of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees Borrowers jointly and severally agree to pay such Lender or the Administrative Agent (as the case may be) Agent or Issuing Bank for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) such Agent or Issuing Bank of a certificate in accordance with Section 5.8 5.9 hereof. Such Each Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof at any time any Lender or the Administrative Agent Counter-Guarantor determines that (a) the adoption of or any change in or in the interpretation of any law, treaty or governmental rule, regulation or order after the date of this Agreement regarding capital adequacy, (b) compliance with any such law, treaty, rule, regulation, policy, or order or (c) compliance with any guideline or request or directive from any central bank or other Governmental Authority or any accounting board or authority (whether or not a Governmental Authority) which is responsible for the establishment or interpretation of national or international accounting principles (in each case, whether or not having the force of law) regarding capital requirements for banks shall have the effect of reducing the rate of return on such Lender's or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or Counter-Guarantor's (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender Lender's or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive Counter-Guarantor's) capital as a consequence of its obligations hereunder (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s or the Administrative Agent’s commitment other than with respect to any Loans Taxes) to a level below that which such Lender Lender, Counter-Guarantor or the Administrative Agent corporation could have achieved but for such adoption, change change, compliance or compliance (taking into consideration such Lender’s or the Administrative Agent’s then existing policies with respect interpretation, then, upon demand from time to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed time by such Lender or Counter-Guarantor (with a copy of such demand to the Administrative Agent and the Board), the Borrower shall within five (as 5) Business Days of such demand pay to the case may be) to be material, then Agent for the account of such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Rate, the Borrower agrees Counter-Guarantor from time to pay such Lender or the Administrative Agent (time as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation specified by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Counter-Guarantor additional amounts sufficient to compensate such Lender or the Administrative Agent (as the case may be) shall allocate Counter-Guarantor for such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensationreduction; provided, provided that the Borrower shall not be under any obligation required to compensate any a Lender under or Counter-Guarantor pursuant to this Section 5.7 2.10 for any reductions with respect to any period amounts incurred more than six (6) months prior to the date that is 120 days prior of such demand. A certificate as to such request amounts submitted to the Borrower (and the Agent and the Board) by such Lender or Counter-Guarantor shall be conclusive and binding for all purposes absent manifest error. Each Lender or Counter-Guarantor shall promptly notify the Borrower, the Agent and the Board of any event of which such Lender or Counter-Guarantor has knowledge, occurring after the date hereof, which would entitle such Lender or Counter-Guarantor to compensation pursuant to this Section 2.10 and, in the case of a Lender, will designate a different lending office if such Lender knew of designation will avoid the circumstances giving rise to need for, or reduce the amount of, such reductions compensation and of will not, in the fact that such circumstances would result in a claim for increased compensation by reason judgment of such reductionsLender, be otherwise disadvantageous to it. For the avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by FASB (including Interpretation No. 46 - Consolidation of Variable Interest Entities) shall constitute an adoption, change, request or directive, and any implementation thereof shall be, subject to this Section 2.10.

Capital Adequacy. If If, after the date hereof Restatement Effective Date, any Lender or the Administrative Agent determines shall have determined that (a) the adoption or implementation of any applicable law, rule or change in regulation regarding capital adequacy (including, without limitation, any law, governmental rulerule or regulation implementing the Basle Accord), regulationor any change therein, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application administration thereof by a any central bank or other Governmental Authority charged with appropriate jurisdictionthe interpretation or administration thereof, or (b) compliance by such Lender (or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent its parent) with any lawguideline, governmental rule, regulation, policy, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such entity regarding capital adequacycentral bank or other 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 such Lender’s 's (or its parent's) capital as a consequence of its obligations hereunder or the Administrative Agent’s commitment with respect to any Loans transactions contemplated hereby to a level below that which such Lender (or the Administrative Agent its parent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s then existing 's policies with respect to capital adequacy and assuming full utilization of such entity’s capitaladequacy) by any an amount deemed by such Lender or the Administrative Agent (as the case may be) to be material, then from time to time, within ten Business Days after demand by such Lender or (with a copy to the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR RateAgent), the Borrower agrees shall pay to pay such Lender such additional amount or the Administrative Agent amounts as will compensate such Lender (as the case may beor its parent) for the amount such reduction. A certificate of such reduction in Lender claiming compensation under this Section 4.6 and setting forth the return additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, provided that the determination thereof is made on capital as and when a reasonable basis. In determining such reduction is determined upon presentation by amount or amounts, such Lender or may use any reasonable averaging and attribution methods. Notwithstanding anything to the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; providedcontrary contained herein, that the Borrower shall not be under required to make any obligation payment of additional amounts to compensate any Lender under pursuant to this Section 5.7 for any reductions 4.6 with respect to additional amounts relating to any period prior to the date that of time which is more than 120 days prior to such Lender's request if for such Lender knew additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any such change as is described in the circumstances giving rise to such reductions and first sentence of the fact that such circumstances would result in a claim for increased compensation by reason of such reductionsthis Section 4.6 which takes effect retroactively.

Capital Adequacy. If after the date hereof at any time any Lender or the Administrative Agent determines that (a) the adoption of or any change in or in the interpretation of any law, treaty or governmental rule, regulation or order after the date of this Agreement regarding capital adequacy, (b) compliance with any such law, treaty, rule, regulation, policy, or order or (c) compliance with any guideline or request or directive from any central bank or other Governmental Authority or any accounting board or authority (whether or not a Governmental Authority) which is responsible for the establishment or interpretation of national or international accounting principles (in each case, whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in shall have the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or effect of reducing the rate of return on such Lender's (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive Lender's) capital as a consequence of its obligations hereunder (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s or the Administrative Agent’s commitment other than with respect to any Loans Taxes) to a level below that which such Lender or the Administrative Agent corporation could have achieved but for such adoption, change change, compliance or compliance interpretation, then, upon demand from time to time by such Lender (taking into consideration with a copy of such Lender’s or demand to the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization ), the Borrower shall within five (5) Business Days of such entity’s capital) by any amount deemed demand pay to the Administrative Agent for the account of such Lender from time to time as specified by such Lender or the Administrative Agent (as the case may be) additional amounts sufficient to be material, then compensate such Lender or the Administrative Agent may notify the Borrower of for such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Rate, the Borrower agrees to pay such Lender or the Administrative Agent (as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensationreduction; provided, provided that the Borrower shall not be under any obligation required to compensate any a Lender under pursuant to this Section 5.7 2.10 for any reductions with respect to any period amounts incurred more than six (6) months prior to the date that is 120 days prior of such demand. A certificate as to such request amounts submitted to the Borrower (and the Administrative Agent) by such Lender shall be conclusive and binding for all purposes absent manifest error. Each Lender shall promptly notify the Borrower and the Administrative Agent of any event of which such Lender or has knowledge, occurring after the date hereof, which would entitle such Lender to compensation pursuant to this Section 2.10 and will designate a different lending office if such Lender knew of designation will avoid the circumstances giving rise to need for, or reduce the amount of, such reductions compensation and of will not, in the fact that such circumstances would result in a claim for increased compensation by reason judgment of such reductionsLender, be otherwise disadvantageous to it. For the avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by FASB (including Interpretation No. 46 - Consolidation of Variable Interest Entities) shall constitute an adoption, change, request or directive, and any implementation thereof shall be, subject to this Section 2.10.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (ai) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority court or governmental authority with appropriate jurisdiction, or (bii) compliance by such Lender or the Administrative Agent or any corporation Person controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity Person regarding capital adequacy, has the effect of reducing the return on such Lender’s 's or the Administrative Agent’s commitment 's Commitments with respect to any Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower Representative of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds Base Rate or the LIBOR Rate, the Borrower agrees Borrowers jointly and severally agree to pay such Lender or the Administrative Agent (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon within thirty (30) days of presentation by such Lender or the Administrative Agent (as the case may be) the Administrative Agent of a certificate in accordance with Section 5.8 §4.8 hereof. Such Each Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority court or governmental authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s 's or the Administrative Agent’s 's commitment with respect to any Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the applicable Borrower of such fact. To the extent that the amount of such reduction in the return on capital is based on the Commitment, or the Loans and is not reflected in the Cost of Funds interest or LIBOR Rate, fees payable by the US Borrower agrees to pay such Lender or the Administrative Agent Canadian Borrower (as the case may be), such Borrower and such Lender shall thereafter attempt to negotiate in good faith, within thirty (30) for days of the amount day on which such Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Lender in light of these circumstances. If such Borrower and such Lender are unable to agree to such adjustment within thirty (30) days of the date on which such Borrower receives such notice, then commencing on the date of such reduction 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 return on capital as and when such reduction is determined upon presentation by such Lender's reasonable determination, provide adequate compensation. Each Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any hereof, the Lender or the Administrative Agent determines shall have determined that (a) the adoption or implementation of or change in any applicable law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regulation regarding capital requirements for banks adequacy, or bank holding companies any change therein, or any change in the interpretation or application administration thereof by a any central bank, comparable agency, or other Governmental Authority charged with appropriate jurisdictionthe interpretation or administration thereof, or (b) compliance by such the Lender (or the Administrative Agent its lending office or any corporation controlling such Lender or the Administrative Agent parent) with any lawguideline, governmental rulerequest, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any central bank, comparable agency, or other Governmental Authority (except to the extent such entity regarding capital adequacyrequest or directive arises as a result of the individual credit-worthiness of the Lender), has the effect of increasing the amount of capital required or expected to be maintained as a result of its Commitment hereunder, or has or would have, the effect of reducing the rate of return on such the Lender’s 's (or its parent's) capital as a consequence of its obligations hereunder or the Administrative Agent’s commitment with respect to any Loans transactions contemplated hereby to a level below that which such the Lender (or the Administrative Agent its parent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration such the Lender’s or the Administrative Agent’s then existing 's policies with respect to capital adequacy and assuming full utilization of such entity’s capitaladequacy) by any an amount deemed by such the Lender or the Administrative Agent (as the case may be) to be material, then such Lender or from time to time, within 10 Business Days after demand by the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR RateLender, the Borrower agrees Borrowers shall, jointly and severally, pay to the Lender such additional amount or amounts as will compensate the Lender (or its parent) for such reduction. A certificate of the Lender, in reasonable detail, claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, absent manifest errors, although the failure to give any such notice shall not diminish any of the Borrowers' obligations to pay such additional amounts, and, the Borrowers shall, jointly and severally, pay such additional amounts as provided herein. In determining such amount or amounts, the Lender or the Administrative Agent (as the case may be) for the amount of such reduction in the return on capital as use any reasonable averaging and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductionsattribution methods.

Capital Adequacy. If after the date hereof at any time any Lender or the Administrative Agent Synthetic Investor determines that (a) the adoption of introduction of, or any change in or in the interpretation of, any law, treaty or governmental rule, regulationregulation or order after the date of this Agreement regarding capital adequacy, policy(b) compliance with any such law, treaty, rule, regulation or order or (c) compliance with any guideline or request or directive from any central bank or other Governmental Authority (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has shall have the effect of reducing the rate of return on such Lender’s or Synthetic Investor’s (or any Person controlling such Lender’s or Synthetic Investor’s) capital as a consequence of its obligations hereunder, in respect of the Administrative Agent’s commitment with Credit-Linked Deposits or under or in respect to of any Loans Letter of Credit to a level below that which such Lender Lender, Synthetic Investor or the Administrative Agent Person could have achieved but for such adoption, change change, compliance or compliance interpretation, then, upon demand from time to time by such Lender or, through the Fronting Lender, such Synthetic Investor (taking into consideration with a copy of such Lender’s or demand to the Administrative Agent’s then existing policies with respect Agent and, in the case of a Synthetic Investor, the Fronting Lender), the Borrower shall pay to capital adequacy and assuming full utilization the Administrative Agent for the account of such entity’s capital) by any amount deemed Lender or, in the case of a Synthetic Investor, to the Administrative Agent for the account of the Fronting Lender (for the account of such Synthetic Investor), from time to time as specified by such Lender or Synthetic Investor, additional amounts sufficient to compensate such Lender or Synthetic Investor for such reduction. A certificate as to such amounts setting forth in reasonable detail the basis for such demand and a calculation for such amount shall be submitted to the Borrower and the Administrative Agent (as the case may be) to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Rate, the Borrower agrees to pay such Lender or the Administrative Agent (as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or Synthetic Investor and shall be conclusive and binding for all purposes absent manifest error. Notwithstanding the Administrative Agent foregoing, except to the extent, if any, the change (as the case may beor compliance) of a referred to in any such certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; providedbe retroactive, that the Borrower shall not be under any obligation required to compensate any a Lender under or Synthetic Investor pursuant to this Section 5.7 2.15 (Capital Adequacy) for any reductions reduction in rates of return with respect to any period prior to the date that is 120 180 days prior to the date of each such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductionscertificate.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks such Lenders or bank such Lender’s holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s or the Administrative Agent’s commitment with respect to any Credit Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds Base Rate or LIBOR Rate, the Borrower agrees to pay such Lender or the Administrative Agent (as for the case may be) account of each Lender entitled thereto for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) the Administrative Agent of a certificate in accordance with Section 5.8 hereof5.7. Such Lender or Neither the Administrative Agent (as nor any Lender shall be entitled to assert any claim under this Section 5.6 in respect of taxes. Each of the case may be) Lenders and the Administrative Agent agrees that, in the event any of the circumstances of the type described in this Section 5.6, it shall allocate such cost increases among its customers in good faith and on an equitable a non-discriminatory basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender Lender, the Fronting Bank, the LC Administrator or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender Lender, the Fronting Bank, the LC Administrator or the Administrative Agent or any corporation controlling such Lender Lender, the Fronting Bank, the LC Administrator or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s, the Fronting Bank’s, the LC Administrator’s or the Administrative Agent’s commitment with respect to any Loans Loan or Reimbursement Obligations to a level below that which such Lender Lender, the Fronting Bank, the or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s, the Fronting Bank’s, the LC Administrator’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender Lender, the Fronting Bank, the LC Administrator or the Administrative Agent (as the case may be) to be material, then such Lender Lender, LC Administrator or the Administrative Agent may notify the Borrower Borrowers of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Rate, the Each Borrower agrees to pay such Lender Lender, the Fronting Bank, the LC Administrator or the Administrative Agent (as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender Lender, the Fronting Bank, the LC Administrator or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 §3.6 hereof. Such Lender ; provided, that the Borrowers 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, the Fronting 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. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender Lender, Issuing Bank or the Administrative Agent determines that (a) the adoption of or change any Change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, Law has the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the Administrative Agentcapital of such Lender’s commitment with respect to any or such Issuing Bank’s holding company, if any, as a consequence of this Credit Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or the Administrative Agent such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such adoption, change or compliance Change in Law (taking into consideration such Lender’s or the Administrative Agentsuch Issuing Bank’s then existing policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy or liquidity requirement and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds Base Rate or LIBOR Rate, the Eurocurrency Rate then the Borrower agrees to pay such Lender or the Administrative Agent (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) the Administrative Agent of a certificate in accordance with Section 5.8 §4.9 hereof. Such , provided that the Borrower shall not be liable to any Lender or the Administrative Agent for costs incurred more than sixty (60) days prior to receipt by the Borrower of the notice referred to in the immediately preceding sentence from such Lender or (as the case may be) the Administrative Agent. Each Lender shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority court or governmental authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with (i) any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted or issued after the date hereof, or (ii) in the case of any present law, governmental rule, regulation, policy, guideline or directive currently in effect, any change in interpretation thereof, of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s 's or the Administrative Agent’s 's commitment with respect to any Revolving Credit Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or 's on the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees to pay and such Lender or the Administrative Agent (Agent, as the case may be, shall thereafter attempt to negotiate in good faith, within thirty (30) for days of the amount of day on which the Borrower receives such reduction in the return on capital as and when such reduction is determined upon presentation by notice, an adjustment payable hereunder that will adequately compensate such Lender or the Administrative Agent (Agent, as the case may be) , in light of a certificate in accordance with Section 5.8 hereofthese circumstances. Such If the Borrower and such Lender or the Administrative Agent (Agent, as the case may be, are unable to agree to such adjustment within thirty (30) days of the date on which the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in such Lender's reasonable determination, provide adequate compensation. Each Lender and the Administrative Agent shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If Agent determines the amount of capital required or expected to be maintained by Agent or any Lender, any Lending Installation of Agent or any Lender, or any corporation or other Person controlling Agent or any Lender is increased as a result of a Change, then, within fifteen (15) days of demand by Agent, the Borrower shall pay to Agent the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which Agent determines is attributable to this Agreement or any Loan or commitment made hereunder (after taking into account Agent's policies as to capital adequacy). Without limiting the foregoing, such compensation shall include an amount equal to any reduction in return on assets or return on equity to a level below that which Agent or any Lender could have achieved absent its extension of credit hereunder and but for such Change. Agent will notify Borrower as promptly as practicable after it determines to demand such compensation. "Change" means (i) any change after the date hereof of this Agreement in the Risk-Based Capital Guidelines (defined below) or (ii) any Lender or the Administrative Agent determines that (a) the adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline guideline, interpretation, or directive (whether or not having the force of law) regarding or in the interpretation, promulgation, implementation or administration thereof after the date of this Agreement which affects the amount of capital requirements for banks required or bank holding companies expected to be maintained by Agent or any Lender (or any Lending Installation) or any corporation or other Person controlling Agent or any Lender, including without limitation, (a) any such law, regulation or change in which affects the interpretation or application thereof by a Governmental Authority with appropriate jurisdictionLondon interbank market, or and (b) compliance any such change which results in an adjustment (i) of the Federal Deposit Insurance Corporation assessment rate, (ii) of the reserve requirement specified by such Lender Regulation D. Notwithstanding the foregoing, for purposes of this Agreement, all requests, rules, guidelines or directives in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act shall be deemed to be a Change regardless of the date enacted, adopted or issued and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s or the Administrative Agent’s commitment with respect to any Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount United States financial regulatory authorities shall be deemed by such Lender or the Administrative Agent (as the case may be) to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Rate, the Borrower agrees to pay such Lender or the Administrative Agent (as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.Change

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or change after the Closing Date in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s or the Administrative Agent’s commitment with respect to any Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees to pay and such Lender or shall thereafter attempt to negotiate in good faith, within thirty (30) days of the Administrative Agent 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 (as 30) days of the case may be) for date on which the amount Borrower receives such notice, then commencing on the date of such reduction 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 return on capital as and when such reduction is determined upon presentation by such Lender’s reasonable determination, provide adequate compensation. Each Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof at any time any Lender or the Administrative Agent determines that (a) the adoption of or any change in or in the interpretation of any law, treaty or governmental rule, regulation or order after the date of this Agreement regarding capital adequacy, (b) compliance with any such law, treaty, rule, regulation, policy, or order or (c) compliance with any guideline or request or directive from any central bank or other Governmental Authority or any accounting board or authority (whether or not a Governmental Authority) which is responsible for the establishment or interpretation of national or international accounting principles (in each case, whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in shall have the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or effect of reducing the rate of return on such Lender’s (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive Lender’s) capital as a consequence of its obligations hereunder (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s or the Administrative Agent’s commitment other than with respect to any Loans Taxes) to a level below that which such Lender or the Administrative Agent corporation could have achieved but for such adoption, change change, compliance or compliance interpretation, then, upon demand from time to time by such Lender (taking into consideration with a copy of such Lender’s or demand to the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization ), the Borrower shall within five (5) Business Days of such entity’s capital) by any amount deemed demand pay to the Administrative Agent for the account of such Lender from time to time as specified by such Lender or the Administrative Agent (as the case may be) additional amounts sufficient to be material, then compensate such Lender or the Administrative Agent may notify the Borrower of for such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Rate, the Borrower agrees to pay such Lender or the Administrative Agent (as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensationreduction; provided, provided that the Borrower shall not be under any obligation required to compensate any a Lender under pursuant to this Section 5.7 2.10 for any reductions with respect to any period amounts incurred more than six (6) months prior to the date that is 120 days prior of such demand. A certificate as to such request amounts submitted to the Borrower (and the Administrative Agent) by such Lender shall be conclusive and binding for all purposes absent manifest error. Each Lender shall promptly notify the Borrower and the Administrative Agent of any event of which such Lender or has knowledge, occurring after the date hereof, which would entitle such Lender to compensation pursuant to this Section 2.10 and will designate a different lending office if such Lender knew of designation will avoid the circumstances giving rise to need for, or reduce the amount of, such reductions compensation and of will not, in the fact that such circumstances would result in a claim for increased compensation by reason judgment of such reductionsLender, be otherwise disadvantageous to it. For the avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by FASB (including Interpretation No. 46 – Consolidation of Variable Interest Entities) shall constitute an adoption, change, request or directive, and any implementation thereof shall be, subject to this Section 2.10.

Capital Adequacy. If after In the date hereof any Lender event that a Regulatory Change does or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has shall have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s commitment with respect to any Loans Bank's capital as a consequence of its obligations hereunder to a level below that which such Lender or the Administrative Agent Bank could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s then existing Bank's policies with respect to capital adequacy and assuming full utilization of such entity’s capitaladequacy) by any an amount deemed by such Lender or the Administrative Agent (as the case may be) Bank to be material, then from time to time, ten (10) days after submission by such Lender Bank 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), setting forth the calculations evidencing such requested additional amount, and the law or regulation with respect thereto and certifying that such request is consistent with such Bank's treatment of other similar customers having similar provisions generally in their agreements with such Bank, and that such request is being made on the Administrative Agent may basis of a reasonable allocation of the costs resulting from such law or regulation, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. Allocations shall not be deemed reasonable unless made ratably, to the extent practicable, to all affected assets, commitments, activities or other relevant aspects of such Bank's business, whether or not the Bank is entitled to compensation with respect thereto. Notwithstanding the foregoing, the Borrower shall only be obligated to compensate such Bank for any amount under this subsection arising or occurring during (i) in the case of each such request for compensation, any time or period commencing not more than sixty (60) days prior to the date on which such Bank 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 Bank could not have known that the resulting reduction in return might arise. Each Bank will notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital it is not reflected in the Cost of Funds or LIBOR Rate, the Borrower agrees entitled to pay such Lender or the Administrative Agent (compensation pursuant to this subsection as the case may be) for the amount of such reduction in the return on capital promptly as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender practicable after it determines to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand request such compensation; provided, however, that the Borrower failure to provide such notice shall not restrict the ability of such Bank to be under any obligation to compensate any Lender reimbursed under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result 2.12 except as provided in a claim for increased compensation by reason of such reductionsclause (i) above.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s or the Administrative Agent’s commitment with respect to any Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower of such factfact in writing. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees to pay such Lender or the Administrative Agent (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) the Administrative Agent of a certificate in accordance with Section 5.8 §5.9 hereof. Such Each Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender Bank or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority court or governmental authority with appropriate jurisdiction, or (b) compliance by such Lender Bank or the Administrative Agent or any corporation controlling such Lender Bank or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such LenderBank’s or the Administrative Agent’s commitment with respect to any Revolving Credit Loans to a level below that which such Lender Bank or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such LenderBank’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender Bank or the Administrative Agent (as the case may be) the Agent to be material, then such Lender Bank or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Prime Rate, the Borrower agrees and such Bank shall thereafter attempt to pay negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such Lender or notice, an adjustment payable hereunder that will compensate such Bank for such reduction. If the Administrative Agent Borrower and such Bank are unable to agree to such adjustment within thirty (as 30) days of the case may be) for date on which the amount Borrower receives such notice, then commencing on the date of such reduction 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 return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereofBank’s reasonable determination, provide adequate compensation. Such Lender or the Administrative Agent (as the case may be) Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. (a) If after the date hereof of this Agreement, the Agent or any Lender shall have determined that any Change in Law has occurred, or the Administrative Agent determines that (a) the adoption or effectiveness of or change in any applicable law, governmental rule, regulation, policy, guideline rule or directive (whether or not having the force of law) regulation regarding capital requirements for banks adequacy of general applicability, or bank holding companies any change therein, or any change in the interpretation or application administration thereof by a any Governmental Authority Authority, central bank or comparable agency charged with appropriate jurisdictionthe interpretation or administration thereof, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such entity regarding capital adequacyGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such the Agent's or any Lender’s or the Administrative Agent’s commitment with respect to any Loans 's capital as a consequence of its obligations hereunder to a level below that which the Agent or such Lender or the Administrative Agent could have achieved but for such Change in Law or such adoption, change or compliance (taking into consideration the Agent's or such Lender’s or the Administrative Agent’s then existing 's policies with respect to capital adequacy and assuming full utilization of such entity’s capitaladequacy) by any an amount deemed by the Agent or such Lender or the Administrative Agent (as the case may be) to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Ratefrom time to time, the Borrower agrees shall pay to pay the Agent or such Lender such additional amount or amounts as will compensate the Administrative Agent or such Lender for such reduction. (b) A certificate of the Agent or such Lender setting forth such amount or amounts as shall be necessary to compensate the case may beAgent or such Lender as specified in Section 5.14(a) for hereof and making reference to the applicable law, rule or regulation shall be delivered as soon as practicable to the Borrower and shall be prima facie evidence thereof. The Borrower shall pay the Agent or such Lender the amount of shown as due on any such reduction in certificate within fourteen (14) Business Days after the return on capital as and when such reduction is determined upon presentation by Agent or such Lender delivers such certificate. In preparing such certificate, the Agent or the Administrative Agent (such Lender may employ such assumptions and allocations of costs and expenses as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) it shall allocate such cost increases among its customers in good faith xxxxx xxxx reasonable and on an equitable basismay use any reasonable averaging and attribution method. The failure or delay on Section 3.8(b) hereof shall apply to the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender costs assessed under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductionsSection.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) If the adoption of or change in any applicable law, governmental rule, regulation, policy, guideline rule or directive (whether or not having the force of law) regulation regarding capital requirements for banks adequacy, or bank holding companies any change therein, or any change in the interpretation or application administration thereof by a any Governmental Authority Authority, central bank or comparable agency charged with appropriate jurisdictionthe interpretation or administration thereof, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent Participant with any law, governmental rule, regulation, policy, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such entity regarding capital adequacyauthority, central bank or comparable agency, in each case made subsequent to the Closing Date, has or will have the effect of reducing the rate of return on any Participant's or its parent company's capital by an amount such Lender’s Participant reasonably deems to be material, as a consequence of its commitments or the Administrative Agent’s commitment with respect to any Loans obligations hereunder to a level below that which such Lender Participant or the Administrative Agent its parent company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s Participant's or the Administrative Agent’s then existing its parent company's policies with respect to capital adequacy adequacy), then, upon notice from such Participant, the Lessee shall pay to such Participant such additional amount or amounts as will compensate such Participant and assuming full utilization its parent company on an After Tax Basis for such reduction (it being understood that such parent company shall not be reimbursed to the extent its subsidiary Participant is reimbursed by the Lessee in connection with the same or a similar law, rule, regulation, change, request or directive applicable to such Participant). All payments required by this Section 12.8 shall be made by the Lessee within 10 Business Days after demand by the affected Participant. The Lessee shall not be obligated to reimburse any Participant for any reduced return incurred more than 120 days after the date that such Participant receives actual notice of such entity’s capital) by any amount deemed by reduced return unless such Lender or Participant gives notice thereof to the Administrative Agent (as the case may be) to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Rate, the Borrower agrees to pay such Lender or the Administrative Agent (as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate Lessee in accordance with this Section 5.8 hereof12.8 during such 120 day period. If any Participant becomes entitled to claim any additional amounts pursuant to this Section, it shall provide prompt notice thereof to the Lessee, through the Agent and/or the Lessor, certifying (x) that one of the events described in this clause (a) has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by such Participant and a reasonably detailed explanation of the calculation thereof. Such Lender a certificate as to any additional amounts payable pursuant to this clause submitted by such Participant, through the Agent and/or the Lessor, to the Lessee shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Participation Agreement and the other Operative Agreements and the payment of the Loans, Investor Contributions and all other amounts payable hereunder and thereunder. (b) Each Participant shall use its commercially reasonable efforts to reduce or eliminate any claim for compensation pursuant to this Section 12.8, including, without limitation, a change in the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver office of such Lender’s right Participant at which its obligations related to demand the Operative Agreements are maintained if such compensation; providedchange will avoid the need for, that or reduce the Borrower amount of, such compensation and will not, in the reasonable judgment of such Participant, be otherwise disadvantageous to it. If any such claim for compensation shall not be under any obligation eliminated or waived, the Lessee shall have the right to compensate any Lender under this Section 5.7 for any reductions replace the affected Participant with respect to any period prior a new financial institution that shall succeed to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason rights of such reductions.Participant under the Operative Agreements; provided,

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) In the adoption of or change in event that Lender shall have determined that any applicable law, governmental rule, regulation, policy, regulation or guideline or directive (whether or not having the force of law) regarding capital requirements for banks adequacy, or bank holding companies any change therein, or any change in the interpretation or application administration thereof by a Governmental Authority any governmental authority, central bank or comparable agency charged with appropriate jurisdictionthe interpretation or administration thereof, or (b) compliance by such Lender or (for purposes of this Section 3.8, the Administrative Agent or term "Lender" shall include Lender and any corporation or bank controlling such Lender and the office or the Administrative Agent branch where Lender (as so defined) makes or maintains any Eurodollar Rate Loans) with any law, governmental rule, regulation, policy, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such entity regarding capital adequacyauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s commitment with respect 's capital as a consequence of its obligations hereunder (but not as a general regulatory condition generally applicable to any Loans lending institutions) to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s then existing 's policies with respect to capital adequacy and assuming full utilization of such entity’s capitaladequacy) by any an amount deemed by such Lender or the Administrative Agent (as the case may be) to be material, then then, from time to time, Borrowers shall pay upon demand to Lender such additional amount or amounts as will compensate Lender for such reduction. In determining such amount or the Administrative Agent amounts, Lender may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds use any reasonable averaging or LIBOR Rate, the Borrower agrees to pay such Lender or the Administrative Agent (as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basisattribution methods. The failure or delay on the part protection of this Section 3.8 shall be available to Lender regardless of any Lender to demand compensation for any reduction in amounts received possible contention of invalidity or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions inapplicability with respect to any period prior the applicable law, regulation or condition. (b) A certificate of Lender setting forth such amount or amounts as shall be necessary to the date that is 120 days prior compensate Lender with respect to such request if such Lender knew of the circumstances giving rise Section 3.8(a) hereof when delivered to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductionsBorrowing Agent shall be conclusive absent manifest error.

Capital Adequacy. If after the date hereof any Lender shall reasonably determine that any change in, or the Administrative Agent determines that (a) the adoption of or change phase-in of, any applicable law, governmental rule, regulation, policy, guideline rule or directive (whether or not having the force of law) regulation regarding capital requirements for banks or bank holding companies adequacy, or any change in the interpretation or application administration thereof by a Governmental Authority any governmental authority, central bank or comparable agency charged with appropriate jurisdictionthe interpretation or administration thereof, or (b) the compliance by such any Lender or the Administrative Agent or any corporation Person controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such entity regarding capital adequacyauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s 's or the Administrative Agent’s commitment with respect to any Loans such controlling Person's capital as a consequence of such Lender's obligations hereunder to a level below that which such Lender or the Administrative Agent such controlling Person could have achieved but for such change, adoption, change phase-in or compliance (taking into consideration such Lender’s 's or the Administrative Agent’s then existing such controlling Person's policies with respect to capital adequacy and assuming full utilization of such entity’s capitaladequacy) by any an amount deemed by such Lender or the Administrative Agent (as the case may be) 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 Administrative Agent), the Borrowers shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital day which is not reflected in the Cost of Funds or LIBOR Rate, the Borrower agrees to pay such Lender or the Administrative Agent one hundred eighty (as the case may be180) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period days prior to the date that is 120 days prior to such request if on which such Lender knew first made demand therefor. Notwithstanding any other provision of this Section 2.3(f)(vi) to the circumstances giving rise contrary, a Lender shall not demand any payment referred to such reductions and of in this subsection if it shall not be the fact that such circumstances would result in a claim for increased compensation by reason general policy or practice of such reductionsLender to demand similar compensation in similar circumstances with respect to similarly situated borrowers under comparable provisions of like credit agreements.

Capital Adequacy. If after the date hereof any Lender Bank or the Administrative Agent ---------------- determines that (ai) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority court or governmental authority with appropriate jurisdiction, or (bii) compliance by such Lender Bank or the Administrative Agent or any corporation controlling such Lender Bank or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s Bank's or the Administrative Agent’s 's commitment with respect to any Loans to a level below that which such Lender Bank or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s Bank's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender Bank or the Administrative Agent (as the case may be) the Agent to be material, then such Lender Bank or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees and such Bank shall thereafter attempt to pay negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such Lender or notice, an adjustment payable hereunder that will adequately compensate such Bank in light of these circumstances. If the Administrative Agent Borrower and such Bank are unable to agree to such adjustment within thirty (as 30) days of the case may be) for date on which the amount Borrower receives such notice, then commencing on the date of such reduction in notice (but not earlier than the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part effective date of any Lender to demand compensation for any reduction such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; providedBank's reasonable determination, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.provide adequate

Capital Adequacy. If after the date hereof any Lender or the Administrative any Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority court or governmental authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative such Agent or any corporation controlling such Lender or the Administrative such Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s or the Administrative such Agent’s commitment with respect to any Loans to a level below that which such Lender or the Administrative such Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the Administrative such Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) such Agent to be material, then such Lender or the Administrative such Agent may notify the Applicable Borrower of such fact. To the extent that the amount of such reduction in the return on capital is based on the Commitment, or the Loans and is not reflected in the Cost of Funds interest or LIBOR Ratefees payable by the U.S. Borrower, the European Borrower, the Australian Borrower agrees to pay such Lender or the Administrative Agent Canadian Borrower (as the case may be), such Borrower and such Lender shall thereafter attempt to negotiate in good faith, within thirty (30) for days of the amount day on which such Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Lender in light of these circumstances. If such Borrower and such Lender are unable to agree to such adjustment within thirty (30) days of the date on which such Borrower receives such notice, then commencing on the date of such reduction 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 return on capital as and when such reduction is determined upon presentation by such Lender’s reasonable determination, provide adequate compensation. Each Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the future adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any new or changed law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s 's or the Administrative Agent’s 's commitment with respect to any Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees to pay such Lender or the Administrative Agent (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon within thirty (30) days following presentation by such Lender or the Administrative Agent (as the case may be) the Administrative Agent of a certificate in accordance with Section 5.8 6.8 hereof. Such Each Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender or any Participant or Assignee in the Administrative Agent Loan determines that (a) the adoption of compliance with any law or change in regulation or with any law, governmental rule, regulation, policy, guideline or directive request from any central bank or other governmental agency (whether or not having the force of law) regarding affects or would affect the amount of capital requirements for banks required or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance expected to be maintained by such Lender Lender, such Participant or the Administrative Agent such Assignee, or any corporation controlling such Lender Lender, such Participant or the Administrative Agent such Assignee, as a consequence of, or with any lawreference to, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s, such Participant’s or such Assignee’s or such corporation’s commitments or its making or maintaining advances below the Administrative Agent’s commitment with respect to any Loans to a level below that rate which such Lender Lender, such Participant or the Administrative Agent such Assignee or such corporation controlling such Lender, such Participant or such Assignee could have achieved but for such adoption, change or compliance (taking into consideration account the policies of such Lender’s , such Participant or the Administrative Agent’s such Assignee or corporation with regard to capital), then existing policies with respect Borrower shall, from time to capital adequacy and assuming full utilization of such entity’s capitaltime, within thirty (30) by any amount deemed calendar days after written demand by such Lender Lender, such Participant or the Administrative Agent (as the case may be) such Assignee, pay to be materialsuch Lender, then such Lender Participant or the Administrative Agent may notify the Borrower of such fact. To Assignee additional amounts sufficient to compensate such Lender, such Participant or such Assignee or such corporation controlling such Lender, such Participant or such Assignee to the extent that the amount of such reduction Lender, such Participant or such Assignee determines such increase in the return on capital is not reflected in the Cost of Funds allocable to such Lender’s, such Participant’s or LIBOR Ratesuch Assignee’s obligations hereunder. A certificate as to such amounts, the submitted to Borrower agrees to pay such Lender or the Administrative Agent (as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender Lender, such Participant or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) such Assignee, shall allocate such cost increases among its customers in good faith be conclusive and on an equitable basis. The failure or delay on the part of any Lender to demand compensation binding for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; providedall purposes, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductionsabsent manifest error.

Capital Adequacy. If after the date hereof any Lender Bank or the Administrative Agent determines in good faith and acting reasonably that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital 33 -27- requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority court or governmental authority with appropriate jurisdiction, or (b) compliance by such Lender Bank or the Administrative Agent or any corporation controlling such Lender Bank or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s Bank's or the Administrative Agent’s 's commitment with respect to any Revolving Credit Loans to a level below that which such Lender Bank or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s Bank's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender Bank or the Administrative Agent (as the case may be) the Agent to be material, then such Lender Bank or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees and such Bank shall thereafter attempt to pay negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such Lender or notice, an adjustment payable hereunder that will adequately compensate such Bank in light of these circumstances. If the Administrative Agent Borrower and such Bank are unable to agree to such adjustment within thirty (as 30) days of the case may be) for date on which the amount Borrower receives such notice, then commencing on the date of such reduction 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 return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereofBank's reasonable determination, provide adequate compensation. Such Lender or the Administrative Agent (as the case may be) Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or change change, after the Closing Date, in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority court or governmental authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, jurisdiction has the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the Administrative Agentcapital of such Lender’s commitment with respect to any or such Issuing Bank’s holding company, if any, as a consequence of this Credit Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or the Administrative Agent such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agentsuch Issuing Bank’s then existing policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds Base Rate or LIBOR Rate, the Eurocurrency Rate then the Borrower agrees to pay such Lender or the Administrative Agent (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) the Administrative Agent of a certificate in accordance with Section 5.8 §4.9 hereof. Such , provided that the Borrower shall not be liable to any Lender or the Administrative Agent for costs incurred more than sixty (60) days prior to receipt by the Borrower of the notice referred to in the immediately preceding sentence from such Lender or (as the case may be) the Administrative Agent. Each Lender shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender Lender, Issuing Bank or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender Lender, Issuing Bank or the Administrative Agent or any corporation controlling such Lender Lender, Issuing Bank or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s, Issuing Bank’s or the Administrative Agent’s commitment with respect to any Loans Loan or Reimbursement Obligations to a level below that which such Lender Lender, Issuing Bank or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s, Issuing Bank’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender Lender, Issuing Bank or the Administrative Agent (as the case may be) to be material, then such Lender Lender, Issuing Bank or the Administrative Agent may notify the Borrower Borrowers of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Rate, the Each Borrower agrees to pay such Lender Lender, Issuing Bank or the Administrative Agent (as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender Lender, Issuing Bank or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 §3.6 hereof. Such Lender ; provided, that the Borrowers shall not be obligated to pay any additional amounts which were incurred by any of the Lenders, Issuing Bank or the Administrative Agent more than forty-five (45) days prior to the date on which such Lender, Issuing Bank 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. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender Bank or any of the Administrative Agent Agents determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority court or governmental authority with appropriate jurisdiction, or (b) compliance by such Lender Bank or the Administrative such Agent or any corporation controlling such Lender Bank or the Administrative such Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s Bank's or the Administrative such Agent’s 's commitment with respect to any Loans to a level below that which such Lender Bank or the Administrative such Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s Bank's or the Administrative such Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender Bank or the Administrative Agent (as the case may be) such Agent to be material, then such Lender Bank or the Administrative such Agent may notify the applicable Borrower of such fact. To the extent that the amount of such reduction in the return on capital is based on the US Commitment, Mexican Commitment, US Loans, Mexican Loans or the Canadian Term Loan and is not reflected in the Cost of Funds interest or LIBOR Ratefees payable by the US Borrower, the Canadian Borrower agrees to pay such Lender or the Administrative Agent Mexican Borrower (as the case may be), such Borrower and such Bank shall thereafter attempt to negotiate in good faith, within thirty (30) for days of the day on which such Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Bank in light of these circumstances. If such Borrower and such Bank are unable to agree to such adjustment within thirty (30) days of the date on which such Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in such Bank's reasonable determination, provide adequate compensation. To the extent that the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender based on the Australian Commitment or the Administrative Agent Australian Revolving Credit Loans and is not reflected in the interest or fees payable by the Australian Borrower, the Australian Borrower and such Bank shall thereafter attempt to negotiate in good faith, within thirty (as 30) days of the case may bedate on which the Australian Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Bank in light of these circumstances. If the Australian Borrower and such Bank are unable to agree to such adjustment within thirty (30) days of a certificate the date on which the Australian 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 accordance with Section 5.8 hereofsuch Bank's reasonable determination, provide adequate compensation. Such Lender or the Administrative Agent (as the case may be) Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s 's or the Administrative Agent’s 's commitment with respect to any Revolving Credit Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees and such Lender shall thereafter attempt to pay 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 such Lender's reasonable determination, provide adequate compensation provided that the Borrower shall not be liable to any Lender or the Administrative Agent for costs incurred more than one hundred eighty (180) days prior to receipt by the Borrower of the notice referred to in the immediately preceding sentence from such Lender or the Administrative Agent (Agent, as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such . Each Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s 's or the Administrative Agent’s 's commitment with respect to any Revolving Credit Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees and such Lender shall thereafter attempt to pay 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 such Lender's reasonable determination, provide adequate compensation, PROVIDED that the Borrower shall not be liable to any Lender or the Administrative Agent for costs incurred more than ninety (90) days prior to receipt by the Borrower of the notice referred to in the immediately preceding sentence from such Lender or the Administrative Agent (Agent, as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such . Each Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or of, change in or interpretation of any law, governmental rule, regulation, policy, guideline or directive after the date hereof (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling Controlling such Lender or the Administrative Agent with any such law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s or the Administrative Agent’s commitment with respect to any Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Prime Rate, the Borrower agrees to pay such Lender or the Administrative Agent (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) the Administrative Agent of a certificate in accordance with Section §5.8 hereof. Such Each Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. (a) If after the date hereof of this Agreement, the Agent, any Lender or the Administrative Agent determines Issuing Bank shall have determined that (a) the adoption or effectiveness of or change in any applicable law, governmental rule, regulation, policy, guideline rule or directive (whether or not having the force of law) regulation regarding capital requirements for banks adequacy of general applicability, or bank holding companies any change therein, or any change in the interpretation or application administration thereof by a any Governmental Authority Authority, central bank or comparable agency charged with appropriate jurisdictionthe interpretation or administration thereof, or (b) compliance by such the Agent, any Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent Issuing Bank with any law, governmental rule, regulation, policy, guideline request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such entity regarding capital adequacyGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such the Agent's, any Lender’s 's or the Administrative Agent’s commitment with respect to any Loans Issuing Bank's capital as a consequence of its obligations hereunder to a level below that which the Agent, such Lender or the Administrative Agent Issuing Bank could have achieved but for such adoption, change or compliance (taking into consideration the Agent's, such Lender’s 's or the Administrative Agent’s then existing Issuing Bank's policies with respect to capital adequacy and assuming full utilization of such entity’s capitaladequacy) by any an amount deemed by the Agent, such Lender or the Administrative Agent (as the case may be) Issuing Bank to be material, then from time to time, the Borrower shall pay to the Agent, such Lender or the Administrative Issuing Bank such additional amount or amounts as will compensate the Agent may notify or such Lender for such reduction. (b) A certificate of the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR RateAgent, the Borrower agrees to pay such Lender or the Administrative Agent (Issuing Bank setting forth such amount or amounts as shall be necessary to compensate the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by Agent, such Lender or the Administrative Agent (Issuing Bank as specified in Section 5.14(a) hereof and making reference to the case may be) of a certificate in accordance with Section 5.8 hereofapplicable law, rule or regulation shall be delivered as soon as practicable to the Borrower and shall be prima facie evidence thereof. Such The Borrower shall pay the Agent, such Lender or the Administrative Agent Issuing Bank the amount shown as due on any such certificate within fourteen (14) Business Days after the Agent, such Lender or the Issuing Bank delivers such certificate. In preparing such certificate, the Agent, such Lender or the Issuing Bank may employ such assumptions and allocations of costs and expenses as the case may be) it shall allocate such cost increases among its customers in good faith deem reasonable and on an equitable basis. The failure or delay on the part of may use any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions reasonable averaging and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductionsattrixxxxxx xxxhod.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s 's or the Administrative Agent’s 's commitment with respect to any Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower Borrowers of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds Base Rate or LIBOR Rate, the Borrower agrees Borrowers agree to pay such Lender or the Administrative Agent (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) the Administrative Agent of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) the Administrative Agent shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided, that the no Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If any Bank or the Agent determines after the ---------------- date hereof any Lender or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority court or governmental authority with appropriate jurisdiction, or (b) compliance by such Lender Bank or the Administrative Agent or any corporation controlling such Lender Bank or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s Bank's or the Administrative Agent’s 's commitment with respect to any Loans to a level below that which such Lender Bank or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s Bank's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender Bank or the Administrative Agent (as the case may be) the Agent to be material, then such Lender Bank or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees to pay such Lender Bank or the Administrative Agent (as the case may be) the Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender Bank or the Administrative Agent (as the case may be) the Agent of a certificate in accordance with Section 5.8 (S)6.9 hereof. Such Lender or the Administrative Agent (as the case may be) Each -50- Bank shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 liable for any reductions with respect amounts pursuant to any period this (S)6.8 incurred or accruing more than ninety (90) days prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason presentation of such reductionscertificate.

Capital Adequacy. If after the date hereof any Lender Bank or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority court or governmental authority with appropriate jurisdiction, or (b) compliance by such Lender Bank or the Administrative Agent or any corporation controlling such Lender Bank or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted or made subsequent to the date hereof of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s Bank's or the Administrative Agent’s 's commitment with respect to any Revolving Credit Loans to a level below that which such Lender Bank or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s Bank's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender Bank or the Administrative Agent (as the case may be) the Agent to be material, then such Lender Bank or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees and such Bank shall thereafter attempt to pay negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such Lender notice, an adjustment payable hereunder that will reflect the economics of the Revolving Credit Loans made or the Administrative Agent (as the case may be) for the amount of to be made by such Bank hereunder prior to such reduction in the return on capital. 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 as and when requirement), the fees payable hereunder shall increase by an amount that will, in such Bank's reasonable determination, reflect the economics of the Revolving Credit Loans made or to be made by such Bank hereunder prior to such reduction is determined upon presentation by such Lender or in the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereofreturn on capital. Such Lender or the Administrative Agent (as the case may be) Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines in good faith that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s or the Administrative Agent’s commitment with respect to any Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capitaladequacy) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent, in each case determined in good faith, to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Rateinterest payable hereunder, the Borrower agrees to pay and such Lender or shall thereafter attempt to negotiate in good faith, within thirty (30) days of the Administrative Agent 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 (as 30) days of the case may be) for date on which the amount Borrower receives such notice, then commencing on the date of such reduction 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 return on capital as and when such reduction is determined upon presentation by such Lender’s reasonable determination, provide adequate compensation. Each Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or change in any future law, governmental rule, regulation, policy, guideline guideline, directive or directive similar requirement (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdictionimposes, modifies, or (b) compliance by such Lender or the Administrative Agent or deems applicable any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has capital maintenance or similar requirement which affects the effect manner in which any Lender allocates capital resources to its commitments (including any commitments hereunder), and as a result thereof, in the opinion of reducing such Lender, the rate of return on such Lender’s or 's capital with regard to the Administrative Agent’s commitment with respect to any Loans and/or its obligations hereunder is reduced to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (circumstances taking into consideration account such Lender’s or 's policies regarding capital adequacy, then in such case and upon notice from the Administrative Agent’s then existing policies with respect Agent to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by the Borrower, from time to time, the Borrower shall pay such Lender such additional amount or the Administrative Agent (amounts as the case may be) to be material, then shall compensate such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of for such reduction in its rate of return. Such notice shall contain the return on capital is not reflected statement of such Lender in reasonable detail with regard to any such amount or amounts which shall, in the Cost absence of Funds or LIBOR Rateerror, be binding upon the Borrower. In determining such amount, such Lender may use any reasonable method of averaging and attribution that it deems applicable. In the event that a Lender, other than Citizens, exercises its rights under this Section 2.9, the Borrower agrees shall have the option to pay replace such Lender or with another financial institution (acceptable to the Administrative Agent Agent) who will purchase all (as the case may bebut not part) for the amount of such reduction Lender's interest in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereofLoans then outstanding hereunder. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith be required to assign and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior transfer to the date that is 120 days prior financial institution obtained by the Borrower, pursuant to an agreement reasonably satisfactory to such request if such Lender knew and the Agent, and without representation, warranty or recourse, its respective interest in the Loans then outstanding hereunder in exchange for full payment of the circumstances giving rise to such reductions outstanding balances thereof, with accrued interest and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductionsall unpaid Fees.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) In the adoption of event that Agent or change in any law, governmental rule, regulation, policy, Lender shall have determined that any Applicable Law or guideline or directive (whether or not having the force of law) regarding capital requirements for banks adequacy, or bank holding companies any Change in Law or any change in the interpretation or application administration thereof by a any Governmental Authority Body, central bank or comparable agency charged with appropriate jurisdictionthe interpretation or administration thereof, or (b) compliance by such Lender or the Administrative Agent or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent or any Lender and any corporation or bank controlling such Lender Agent or the Administrative Agent any Lender) with any law, governmental rule, regulation, policy, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such entity regarding capital adequacyauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Agent or any Lender’s or the Administrative Agent’s commitment with respect to any Loans capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Agent’s and each Lender’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capitaladequacy) by any an amount deemed by Agent or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent or such Lender such additional amount or amounts as will compensate Agent or such Lender for such reduction. In determining such amount or amounts, Agent or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Administrative 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 Borrower Agent shall be conclusive absent manifest error. Notwithstanding the foregoing, the Borrowers shall not be required to compensate any Agent or Lender, as the case may be) , pursuant to be materialthis Section 3.9 for any increased costs incurred or reductions suffered more than nine months prior to the date that such Agent or Lender, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Rate, the Borrower agrees to pay such Lender or the Administrative Agent (as the case may be) for , notifies the amount Borrower Agent of the Change in Law giving rise to such reduction in the return on capital as increased costs or reductions, and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right or Agent’s intention to demand such compensation; providedclaim compensation therefor (except that, that if the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances Change in Law giving rise to such increased costs or reductions and is retroactive, then the nine-month period referred to above shall be extended to include the period of the fact that such circumstances would result in a claim for increased compensation by reason of such reductionsretroactive effect thereof).

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or change any Change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by Law affecting such Lender or the Administrative Agent L/C Issuer or any corporation controlling lending office of such Lender or such Lender’s or the Administrative Agent with any lawL/C Issuer’s holding company, governmental ruleif any, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, requirements or capital adequacy has or would have the effect of reducing the return on such Lender’s or the Administrative Agent’s commitment with respect to any Loans Revolving Credit Loans, Letters of Credit or any other amounts hereunder to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance Change in Law (taking into consideration such Lender’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees to pay and such Lender or shall thereafter attempt to negotiate in good faith, within thirty (30) days of the Administrative Agent 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 (as 30) days of the case may be) for date on which the amount Borrower receives such notice, then commencing on the date of such reduction in notice (but not earlier than the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part effective date of any Lender such increased capital requirement), then, subject to demand compensation for any reduction §5.8, the fees payable hereunder shall increase by an amount that will, in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such reasonable determination, provide adequate compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender or Lender, the Administrative Agent or the Issuing Bank determines that (ai) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority court or governmental authority with appropriate jurisdiction, or (bii) compliance by such Lender or Lender, the Administrative Agent or the Issuing Bank or any corporation controlling such Lender or Lender, the Administrative Agent or the Issuing Bank with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s, the Administrative Agent’s or the Administrative AgentIssuing Bank’s commitment with respect to any Loans to a level below that which such Lender or Lender, the Administrative Agent or the Issuing Bank could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or ’s, the Administrative Agent’s or Issuing Bank’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or Lender, the Administrative Agent (as or the case may be) Issuing Bank to be material, then such Lender or Lender, the Administrative Agent or the Issuing Bank may notify the Borrower of such factfact upon presentation of a certificate in accordance with §5.9 hereof. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees to pay and such Lender shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receive such notice, an adjustment to the compensation payable hereunder which 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 Administrative Agent’s, Issuing Bank’s or such Lender’s reasonable determination, provide adequate compensation; provided that the Borrower shall not be liable to any Lender, the Administrative Agent or the Issuing Bank for costs incurred more than one hundred and twenty (as 120) days prior to receipt by the case may be) for the amount Borrower of such reduction in the return on capital as and when such reduction is determined upon presentation by such notice. Each Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (ai) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority court or governmental authority with appropriate jurisdiction, or (bii) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s 's or the Administrative Agent’s commitment with respect to any Loans 's capital as a result of such Lender's obligations hereunder to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower Borrowers of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees Borrowers agree to pay such Lender or the Administrative Agent (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) the Administrative 45 Agent of a certificate in accordance with Section 5.8 ss.5.9 hereof. Such Each Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after (a) In the date hereof event that Agent or any Lender or the Administrative Agent determines any Issuer shall have determined that (a) the adoption of or change in any applicable law, governmental rule, regulation, policy, regulation or guideline or directive (whether or not having the force of law) regarding capital requirements for banks adequacy, or bank holding companies any change therein, or any change in the interpretation or application administration thereof by a Governmental Authority any governmental authority, central bank or comparable agency charged with appropriate jurisdictionthe interpretation or administration thereof, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or any Issuer (for purposes of this Section 3.9, the Administrative term “Lender” shall include Agent, any Lender or any Issuer and any corporation or bank controlling Agent or any Lender or any Issuer) and the office or branch where Agent or any Lender (as so defined) makes or maintains any Eurodollar Rate Loans with any law, governmental rule, regulation, policy, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such entity regarding capital adequacyauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Agent or any Lender’s or the Administrative Agent’s commitment with respect to any Loans capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Agent’s and each Lender’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capitaladequacy) by any an amount deemed by such Agent or any Lender or the Administrative Agent (as the case may be) to be material, then then, from time to time, Borrowers shall pay upon demand to Agent or such Lender such additional amount or the Administrative amounts as will compensate Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Rate, the Borrower agrees to pay such Lender for such reduction. In determining such amount or the Administrative amounts, Agent (as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by or such Lender may use any reasonable averaging or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basisattribution methods. The failure or delay on the part protection of this Section 3.9 shall be available to Agent and each Lender regardless of any Lender to demand compensation for any reduction in amounts received possible contention of invalidity or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions inapplicability with respect to the applicable law, regulation or condition. (b) If any period prior Lender becomes entitled to claim any compensation pursuant to Section 3.9(a), it shall notify Borrowing Agent thereof within 180 days after such Lender becomes aware of the nature and extent of such claim and shall notify Agent thereof. A certificate as to any additional amounts payable pursuant hereto submitted by a Lender to Borrowing Agent shall be conclusive absent manifest error. Such certificate shall outline in reasonable detail the computation of any amounts claimed by it hereunder and the assumptions underlying such computation. No Lender shall be entitled to any compensation hereunder unless it shall have notified Borrowing Agent that it will demand compensation not later than 180 days after the date that is 120 days prior to such request if such on which the Lender knew becomes aware of the circumstances giving rise to such reductions nature and extent of the fact that such circumstances would result in a claim for increased compensation by reason of such reductionsclaim.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s or the Administrative Agent’s commitment with respect to any Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower Borrowers of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees Borrowers jointly and severally agree to pay such Lender or the Administrative Agent (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) the Administrative Agent of a certificate in accordance with Section §5.8 hereof. Such Each Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s 's or the Administrative Agent’s 's commitment with respect to any Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees to pay and such Lender or shall thereafter attempt to negotiate in good faith, within thirty (30) days of the Administrative Agent 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 (as 30) days of the case may be) for date on which the amount Borrower receives such notice, then commencing on the date of such reduction 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 return on capital as and when such reduction is determined upon presentation by such Lender's reasonable determination, provide adequate compensation. Each Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender Lender, the Co-Agent or the Administrative Agent determines that (ai) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (bii) compliance by such Lender Lender, the Co-Agent or the Administrative Agent or any corporation controlling such Lender Lender, the Co-Agent or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s 's, the Co-Agent's or the Administrative Agent’s 's commitment with respect to any Loans to a level below that which such Lender Lender, the Co-Agent or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's, the Co-Agent's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender Lender, the Co-Agent or the Administrative Agent (as the case may be) to be material, then such Lender Lender, the Co-Agent or the Administrative Agent may notify the Borrower Borrowers of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Index Rate, the Borrower agrees Borrowers jointly and severally agree to pay such Lender Lender, the Co-Agent or the Administrative Agent (as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender Lender, the Co-Agent or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 ss.7.4 hereof. Such Each Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks Lenders or bank Lender holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s or the Administrative Agent’s commitment with respect to any Revolving Credit Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds Base Rate or LIBOR Rate, the Borrower agrees to pay such Lender or the Administrative Agent (as for the case may be) account of each Lender entitled thereto for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) the Administrative Agent of a certificate in accordance with Section 5.8 hereof§5.7. Such Lender or Neither the Administrative Agent (as nor any Lender shall be entitled to assert any claim under this §5.6 in respect of taxes. Each of the case may be) Lenders and the Administrative Agent agrees that, in the event any of the circumstances of the type described in this §5.6, it shall allocate such cost increases among its customers in good faith and on an equitable a non-discriminatory basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (ai) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority court or governmental authority with appropriate jurisdiction, or (bii) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s 's or the Administrative Agent’s 's commitment with respect to any Term Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender Lender, or the Administrative Agent (as the case may be) to be material, then such Lender or the Administrative Agent may notify the Borrower of such factfact upon presentation of a certificate in accordance with SECTION 5.9 hereof. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Rate, the Borrower agrees and such Lender shall thereafter attempt to pay negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such notice, an adjustment to the compensation payable hereunder which 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 Administrative Agent's or such Lender's reasonable determination, provide adequate compensation; PROVIDED that the Borrower shall not be liable to any Lender or the Administrative Agent for costs incurred more than one hundred and twenty (as 120) days prior to receipt by the case may be) for the amount Borrower of such reduction in the return on capital as and when such reduction is determined upon presentation by such notice. Each Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. 5.6.1 If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or change any Change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, Law or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s or the Administrative Agent’s commitment with respect to any Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change Change in Law or compliance (taking into consideration such Lender’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds Base Rate or LIBOR Rate, the Borrower agrees to pay such Lender or the Administrative Agent (as for the case may be) account of each Lender entitled thereto for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) the Administrative Agent of a certificate in accordance with Section 5.8 hereof5.7. 5.6.2 Notwithstanding anything herein to the contrary, if an Affected Party shall at any time (without regard to whether any Basel III Regulations are then in effect) suffer or incur (i) any explicit or implicit charge, assessment, cost or expense by reason of the amount or type of assets, capital or supply of funding such Affected Party is required or expected to maintain in connection with the transactions contemplated herein, without regard to (A) whether such charge, assessment, cost or expense is imposed or recognized internally, externally or inter-company or (B) whether it is determined in reference to a reduction in the rate of return on such Affected Party’s assets or capital, an inherent cost of the establishment or maintenance of a reserve of stable funding, a reduction in the amount of any sum received or receivable by such Affected Party or its Affiliates or otherwise, or (ii) any other imputed cost or expense, in each case, arising by reason of the actual or anticipated compliance by such Affected Party with the Basel III Regulations, then, upon demand by or on behalf of such Affected Party through the Administrative Agent, the Borrower shall pay to the Administrative Agent, for the benefit of such Affected Party, such amount as will, in the determination of such Affected Party, compensate such Affected Party therefor. Such Lender A certificate of the applicable Affected Party setting forth the amount or amounts necessary to compensate Affected Party under this Section 5.6.2 shall be delivered to the Borrower pursuant to Section 5.7. 5.6.3 Neither the Administrative Agent (as nor any Lender shall be entitled to assert any claim under this Section5.6 in respect of taxes. Each of the case may be) Lenders and the Administrative Agent agrees that, in the event any of the circumstances of the type described in this Section 5.6 arise, it shall allocate such any associated cost increases among its customers in good faith and on an equitable a non-discriminatory basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender or Liquidity ---------------- Provider to such Lender or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks Lenders, Liquidity Providers or bank financial holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or its Liquidity Provider or the Administrative Agent or any corporation controlling such Lender or its Liquidity Provider or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s 's or its Liquidity Provider's or the Administrative Agent’s 's commitment with respect to any Loans the Loan to a level below that which such Lender or its Liquidity Provider or the Administrative Agent could have achieved (it being understood that, in the absence of a change in law (including related rules and regulations) occurring after the date hereof, the inclusion of any portion of the Loan of any Conduit Lender in the determination of its Liquidity Provider's capital shall not be deemed to have such an effect) but for such adoption, change or compliance (taking into consideration such Lender’s 's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender or the Administrative Agent its Liquidity Provider or (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Rate, the The Borrower agrees to pay such Lender or the Administrative Agent (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) the Administrative Agent of a certificate in accordance with Section 5.8 (S)3.9 hereof. Such Each Lender or the Administrative Agent (as the case may be) its Liquidity Provider shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) In the adoption of event that Agent or change in any law, governmental rule, regulation, policy, Lender shall have determined that any Applicable Law or guideline or directive (whether or not having the force of law) regarding capital requirements for banks adequacy, or bank holding companies any change therein, or any change in the interpretation or application administration thereof by a any Governmental Authority Body, central bank or comparable agency charged with appropriate jurisdictionthe interpretation or administration thereof, or (b) compliance by such Lender or the Administrative Agent or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent or any Lender and any corporation or bank controlling such Agent or any Lender) and the office or branch where Agent or any Lender (as so defined) makes or the Administrative Agent maintains any Advances with any law, governmental rule, regulation, policy, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such entity regarding capital adequacyauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Agent or any Lender’s or the Administrative Agent’s commitment with respect to any Loans capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Agent’s and each Lender’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capitaladequacy) by any an amount deemed by such Agent or any Lender or the Administrative Agent (as the case may be) to be material, then then, from time to time, Borrowers shall pay upon demand to Agent or such Lender such additional amount or the Administrative amounts as will compensate Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Rate, the Borrower agrees to pay such Lender for such reduction. In determining such amount or the Administrative amounts, Agent (as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by or such Lender may use any reasonable averaging or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basisattribution methods. The failure protection of this Section 3.9 shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law 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 evidence absent manifest error. (c) Failure or delay on the part of Agent or any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital pursuant to the foregoing provisions of this Section 3.9 shall not constitute a waiver of Agent’s or such LenderXxxxxx’s right to demand such compensation; provided, provided that the Borrower no Credit Party shall not be under any obligation required to compensate Agent or any Lender under pursuant to the foregoing provisions of this Section 5.7 3.9 for any reductions with respect to any period suffered more than six months prior to the date that is 120 days prior to such request if Agent or such Lender knew notifies Borrowing Agent of the circumstances circumstance giving rise to such reductions and of such Xxxxxx’s intention to claim compensation therefor (except that, if the fact circumstance giving rise to such increased costs or reductions involves a change in law that such circumstances would result in a claim for increased compensation by reason is retroactive, then the six-month period referred to above shall be extended to include the period of such reductionsretroactive effect thereof).

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s 's or the Administrative Agent’s 's commitment with respect to any Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower Borrowers of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees to pay Borrowers and such Lender or shall thereafter attempt to negotiate in good faith, within thirty (30) days of the Administrative Agent day on which the Borrowers receive such notice, an adjustment payable hereunder that will adequately compensate such Lender in light of these circumstances. If the Borrowers and such Lender are unable to agree to such adjustment within thirty (as 30) days of the case may be) for date on which the amount Borrowers receive such notice, then commencing on the date of such reduction 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 return on capital as and when such reduction is determined upon presentation by such Lender's reasonable determination, provide adequate compensation. Each Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender Bank or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender Bank or the Administrative Agent or any corporation controlling such Lender Bank or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such LenderBank’s or the Administrative Agent’s commitment with respect to any Revolving Credit Loans to a level below that which such Lender Bank or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such LenderBank’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender Bank or the Administrative Agent (as the case may be) the Agent to be material, then such Lender Bank or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees and such Bank shall thereafter attempt to pay negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such Lender or notice, an adjustment payable hereunder that will adequately compensate such Bank in light of these circumstances. If the Administrative Agent Borrower and such Bank are unable to agree to such adjustment within thirty (as 30) days of the case may be) for date on which the amount Borrower receives such notice, then commencing on the date of such reduction 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 return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereofBank’s reasonable determination, provide adequate compensation. Such Lender or the Administrative Agent (as the case may be) Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender Bank or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority court or governmental authority with appropriate jurisdiction, or (b) compliance by such Lender Bank or the Administrative Agent or any corporation controlling such Lender Bank or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s Bank's or the Administrative Agent’s 's commitment with respect to any Revolving Credit Loans to a level below that which such Lender Bank or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s Bank's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender Bank or the Administrative Agent (as the case may be) the Agent to be material, then such Lender Bank or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees and such Bank shall thereafter attempt to pay negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such Lender notice, an adjustment payable hereunder that will adequately compensate such Bank in light of these circumstances. If the Borrower and such Bank are unable to agree to such adjustment within thirty (30) days of the date on which the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in such Bank's reasonable determination, provide adequate compensation provided that the Borrower shall not be liable to any Bank or the Administrative Agent for costs incurred more than ninety (90) days prior to receipt by the Borrower of the notice referred to in the immediately preceding sentence from such Bank or the Agent, as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender Bank or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority court or governmental authority with appropriate jurisdiction, or (b) compliance by such Lender Bank or the Administrative Agent or any corporation controlling such Lender Bank or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s Bank's or the Administrative Agent’s 's commitment with respect to any Revolving Credit Loans or on the Term Loan to a level below that which such Lender Bank or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s Bank's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender Bank or the Administrative Agent (as the case may be) to be material, then such Lender Bank or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost Base Rate such Bank shall thereafter attempt to negotiate in good faith an adjustment to the reduction in the return on capital hereunder which will adequately compensate such Bank for such reduction. If the Borrower and the Bank are unable to agree to such an adjustment within thirty (30) days of Funds or LIBOR Ratewhich the Borrower receives such notice, then commencing on the day of such notice (but not earlier than the effective day of such change), the Borrower agrees to pay such Lender Bank or the Administrative Agent (as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender Bank or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 6.7 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks Lenders or bank Lender holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s 's or the Administrative Agent’s 's commitment with respect to any Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower Borrowers of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees Borrowers jointly and severally agree to pay such Lender or the Administrative Agent (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) the Administrative Agent of a certificate in accordance with Section 5.8 ss.6.9 hereof. Such Each Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If the Agent, the Issuing Bank or any Lender shall have determined that the applicability of any law, rule, regulation or guideline, or the adoption after the date hereof of any Lender or the Administrative Agent determines that (a) the adoption of or change in any other law, governmental rule, regulation, policy, regulation or guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies adequacy, or any change in any of the foregoing or in the interpretation or application thereof administration of any of the foregoing by a Governmental Authority any governmental authority, central bank or comparable agency charged with appropriate jurisdictionthe interpretation or administration thereof, or (b) compliance by the Agent, the Issuing Bank or such Lender (or any lending office of such Lender) or the Administrative Agent Agent's, the Issuing Bank's or any corporation controlling such Lender or the Administrative Agent Lender's holding company with any law, governmental rule, regulation, policy, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such entity regarding capital adequacyauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent's, the Issuing Bank's or such Lender’s 's capital or on the Administrative capital of the Agent’s commitment with respect to any Loans 's, the Issuing Bank's or such Lender's holding company, if any, as a consequence of its obligations hereunder to a level below that which the Agent, the Issuing Bank or such Lender or the Administrative Agent Agent's, the Issuing Bank's or such Lender's holding company could have achieved but for such adoption, change or compliance (taking into consideration the Agent's, the Issuing Bank's or such Lender’s 's policies and the policies of the Agent's, the Issuing Bank's or the Administrative Agent’s then existing policies such Lender's holding company with respect to capital adequacy and assuming full utilization of such entity’s capitaladequacy) by any an amount reasonably deemed by the Agent, the Issuing Bank or such Lender or the Administrative Agent (as the case may be) to be material, then and in any such case: (a) the Agent, the Issuing Bank or such Lender or the Administrative Agent may notify shall promptly advise the Borrower of such fact. To event, together with the extent that date thereof, the amount of such reduction and the way in the return on capital is not reflected in the Cost of Funds or LIBOR Rate, the Borrower agrees to pay which such Lender or the Administrative Agent (as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensationhas been calculated; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.and

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) In the adoption of event that Administrative Agent or change in any Lender shall have determined that any applicable law, governmental rule, regulation, policy, regulation or guideline or directive (whether or not having the force of law) regarding capital requirements for banks adequacy, or bank holding companies any change therein, or any change in the interpretation or application administration thereof by a Governmental Authority any governmental authority, central bank or comparable agency charged with appropriate jurisdictionthe interpretation or administration thereof, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or (for purposes of this Section 3.9 [Capital Adequacy], the term “Lender” shall include Administrative Agent or any Lender and any corporation or bank controlling Administrative Agent or any Lender) and the office or branch where Administrative Agent or any Lender (as so defined) makes or maintains any Eurodollar Rate Loans with any law, governmental rule, regulation, policy, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such entity regarding capital adequacyauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Administrative Agent or any Lender’s or the Administrative Agent’s commitment with respect to any Loans capital as a consequence of its obligations hereunder to a level below that which Administrative Agent or such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s then existing and each Lender’s policies with respect to capital adequacy and assuming full utilization of such entity’s capitaladequacy) by any an amount deemed by such Lender or the Administrative Agent (as the case may be) or any Lender to be material, then then, from time to time, Borrowers shall pay upon demand to Administrative Agent or such Lender such additional amount or the amounts as will compensate Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Rate, the Borrower agrees to pay such Lender for such reduction. In determining such amount or the amounts, Administrative Agent (as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by or such Lender may use any reasonable averaging or the attribution methods. The protection of this Section 3.9 [Capital Adequacy] shall be available to Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such and each Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part regardless of any Lender to demand compensation for any reduction in amounts received possible contention of invalidity or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions inapplicability with respect to any period prior to the date that is 120 days prior to such request if applicable law, regulation or condition. (b) A certificate of Administrative Agent or such Lender knew of the circumstances giving rise setting forth such amount or amounts as shall be necessary to compensate Administrative Agent or such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductionsLender with respect to Section 3.9(a) [Capital Adequacy] hereof when delivered to Borrowers shall be presumed correct absent manifest error.

Capital Adequacy. (a) If after the date hereof any Lender or the Administrative Agent determines that (ai) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks Lenders or bank Lender holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (bii) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s 's or the Administrative Agent’s 's commitment with respect to any Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees to pay such Lender or the Administrative Agent (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) the Administrative Agent of a certificate in accordance with Section 5.8 6.9 hereof. Such Each Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on . (b) Each Lender agrees that, upon the part occurrence of any Lender event giving rise to demand compensation for any reduction the operation of Section 6.2.2, 6.6 or 6.7 with respect to such Lender, it will, if requested in amounts received or receivable or reduction in return on capital shall not constitute a waiver writing by the Borrower, use commercially reasonable efforts (subject to overall policy considerations of such Lender’s right ) to demand designate another lending office for any Loans affected by such compensationevent with the object of avoiding the consequences of such event; provided, that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage; provided, further, that nothing in this Section 6.7 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender or the Agent pursuant to Sections 6.2.2, 6.6 or 6.7. 49 -41- (c) Upon receipt by the Borrower from any Lender (an "Affected Lender") of a claim under Sections 6.2.2, 6.6. or 6.7, the Borrower may: (i) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender's Loans and Revolving Credit Commitment, as applicable provided that no Lender shall be required to accede to any such request; or (ii) replace such Affected Lender with another Lender or an Eligible Assignee; provided that (A) such other Lender or other lending institute agrees to be the replacement Lender, (B) such replacement does not conflict with any requirement of law, (C) no Default or Event of Default shall have occurred and be continuing at the time of such replacement, (D) the Borrower shall not repay (or the replacement Lender shall purchase, at par) all Loans, accrued interest and other amounts owing to such replaced Lender prior to the date of replacement, (E) the Borrower shall be under any obligation liable to compensate any such replaced Lender under this in accordance with Section 5.7 for any reductions 6.9 with respect to any period prepayment or purchase of Eurodollar Rate Loans, (F) the replacement Lender, if not already a Lender, shall be an Eligible Assignee, (G) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 16 (provided that the Borrower or the replacement Lender shall be obligated to pay the registration and processing fee) and (H) the Borrower shall pay all additional amounts (if any) required pursuant to Sections 6.2.2, 6.6 or 6.7, as the case may be, to the extent such additional amounts were incurred on or prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason consummation of such reductionsreplacement.

Capital Adequacy. If after the date aftxx xxx xxte hereof any Lender or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks Lenders or bank Lender holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s 's or the Administrative Agent’s 's commitment with respect to any Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower Borrowers of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees Borrowers agree to pay such Lender or the Administrative Agent (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) the Administrative Agent of a certificate in accordance with Section 5.8 ss.6.8 hereof. Such Lender or the Administrative Agent (as the case may be) Each LendeR shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If Agent determines the amount of capital required or expected to be maintained by Agent or any Lender, any Lending Installation of Agent or any Lender, or any corporation or other Person controlling Agent or any Lender is increased as a result of a Change, then, within fifteen (15) days of demand by Agent, the Borrower shall pay to Agent the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which Agent determines is attributable to this Agreement or any Loan or commitment made hereunder (after taking into account Agent's policies as to capital adequacy). Without limiting the foregoing, such compensation shall include an amount equal to any reduction in return on assets or return on equity to a level below that which Agent or any Lender could have achieved absent its extension of credit hereunder and but for such Change. Agent will notify Borrower as promptly as practicable after it determines to demand such compensation. "Change" means (i) any change after the date hereof of this Agreement in the Risk-Based Capital Guidelines (defined below) or (ii) any Lender or the Administrative Agent determines that (a) the adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline guideline, interpretation, or directive (whether or not having the force of law) regarding or in the interpretation, promulgation, implementation or administration thereof after the date of this Agreement which affects the amount of capital requirements for banks required or bank holding companies expected to be maintained by Agent or any Lender (or any Lending Installation) or any corporation or other Person controlling Agent or any Lender, including without limitation, (a) any such law, regulation or change in which affects the interpretation or application thereof by a Governmental Authority with appropriate jurisdictionLondon interbank market, or and (b) compliance any such change which results in an adjustment (i) of the Federal Deposit Insurance Corporation assessment rate, (ii) of the reserve requirement specified by such Lender Regulation D. Notwithstanding the foregoing, for purposes of this Agreement, all requests, rules, guidelines or directives in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act shall be deemed to be a Change regardless of the date enacted, adopted or issued and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s or the Administrative Agent’s commitment with respect to any Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount United States financial regulatory authorities shall be deemed by such Lender or the Administrative Agent (as the case may be) to be materiala Change regardless of the date adopted, then such Lender issued, promulgated or implemented. "Risk-Based Capital Guidelines" means (i) the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction risk-based capital guidelines in effect in the return on capital is not reflected in the Cost of Funds or LIBOR Rate, the Borrower agrees to pay such Lender or the Administrative Agent (as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay United States on the part date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States including transition rules, and any Lender amendments to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period regulations adopted prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductionsthis Agreement.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks Lenders or bank Lender holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s or the Administrative Agent’s commitment with respect to any Credit Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Agent to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds Base Rate or LIBOR Rate, the Borrower agrees to pay such the Agent for the account of each Lender or the Administrative Agent (as the case may be) entitled thereto for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) the Agent of a certificate in accordance with Section 5.8 hereof5.7. Such Neither the Agent nor any Lender or shall be entitled to assert any claim under this Section 5.6 in respect of taxes. Each of the Administrative Lenders and the Agent (as agrees that, in the case may be) event any of the circumstances of the type described in this Section 5.6, it shall allocate such cost increases among its customers in good faith and on an equitable a non-discriminatory basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender Bank or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority court or governmental authority with appropriate jurisdiction, or (b) compliance by such Lender Bank or the Administrative Agent or any corporation controlling such Lender Bank or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s Bank's or the Administrative Agent’s 's commitment with respect to any Loans to a level below that which such Lender Bank or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s Bank's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender Bank or the Administrative Agent (as the case may be) the Agent to be material, material then such Lender Bank or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees and such Bank shall thereafter attempt to pay negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such Lender or notice, an adjustment payable hereunder that will adequately compensate such Bank in light of these circumstances. If the Administrative Agent Borrower and such Bank are unable to agree to such adjustment within thirty (as 30) days of the case may be) for date on which the amount Borrower receives such notice, then commencing on the date of such reduction 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 return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereofBank's reasonable determination, provide adequate compensation. Such Lender or the Administrative Agent (as the case may be) Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender (including any Fronting Bank and the Issuing Bank) or the Administrative Agent determines that (ai) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks Lenders or bank Lender holding companies or any change in the interpretation or application thereof by a Governmental Authority court or governmental authority with appropriate jurisdiction, or (bii) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender Lender, or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s 's, or the Administrative Agent’s 's commitment with respect to any Loans or Letters of Credit to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower Borrowers of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower TransTechnology agrees to pay such Lender or the Administrative Agent (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) the Administrative Agent of a certificate in accordance with Section 5.8 ss.6.9 hereof. Such Each Lender or and the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender Bank, any Co-Agent or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive Government Mandate (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental any Government Authority with appropriate jurisdiction, or (b) compliance by such Lender Bank, such Co-Agent or the Administrative Agent Agent, or any corporation controlling such Lender Bank, such Co-Agent or the Administrative Agent Agent, with any law, governmental rule, regulation, policy, guideline or directive Government Mandate (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s Bank's, such Co-Agent's or the Administrative Agent’s 's commitment with respect to any Loans to a level below that which such Lender Bank, such Co-Agent or the Administrative Agent could have achieved but for such adoption, change change, or compliance (taking into consideration such Lender’s Bank's, such Co-Agent's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s Entity's capital) by any amount reasonably deemed by such Lender Bank, such Co-Agent or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender Bank, such Co-Agent or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Alternative Base Rate, (aa) the Borrower agrees to shall pay such Lender Bank, such Co-Agent or the Administrative Agent (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender Bank, such Co-Agent or the Administrative Agent (as the case may be) the Administrative Agent of a certificate in accordance with Section 5.8 hereof. Such Lender hereof (but in any case not later than the first to occur of (I) the date one year after such adoption, change, or compliance causing such reduction, and (II) as to adoptions of or changes in Government Mandates occurring prior to the repayment of the Loans and the termination of the Commitment the date ninety (90) days after both the payment in full of all outstanding Loans and termination of the Commitments), (bb) the Borrower shall be entitled, upon notice to the Administrative Agent, each Co-Agent and each Bank given within ninety (90) days of any notice by such Bank under the next preceding sentence, to repay in cash in full all, but not less than all, of the Loans of such Bank and/or such Co-Agent, together with all accrued and unpaid interest on such Loans and any other amounts owing to such Bank and/or such Co-Agent under the Loan Documents and terminate (in full and not in part) such Bank's Commitment, and, (cc) in the event the Borrower elects to repay the Loans of any Bank and/or any Co-Agent under clause (bb), each other Bank and Co-Agent shall be entitled, by notice to the Administrative Agent and the Borrower given within thirty (as 30) days after receipt of the case may benotice referred to in clause (bb), to require the Borrower to repay in cash in full, within thirty (30) days of the notice under this clause (cc), all, but not less than all, of the Loans of such other Bank and Co-Agent, together with all accrued and unpaid interest on such Loans and any other amounts owing to such other Bank or Co-Agent under the Loan Documents. Each Bank and each Co-Agent shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on Subject to the part terms specified above in this Section 5.7, the obligations of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew shall survive repayment of the circumstances giving rise to such reductions Loans and termination of the fact that such circumstances would result in a claim for increased compensation by reason of such reductionsCommitments.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s 's or the Administrative Agent’s 's commitment with respect to any Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower Borrowers of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees Borrowers agree to pay such Lender or the Administrative Agent (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) the Administrative Agent of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) the Administrative Agent shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided, that the no Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s or the Administrative Agent’s commitment with respect to any Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower of such factfact in writing. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees to pay such Lender or the Administrative Agent (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon within thirty (30) days of presentation by such Lender or the Administrative Agent (as the case may be) the Administrative Agent of a certificate in accordance with Section 5.8 §4.7 hereof. Such Each Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender Bank or the ----------------- Administrative Agent determines that (ai) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority court or governmental authority with appropriate jurisdiction, or (bii) compliance by such Lender Bank or the Administrative Agent or any corporation controlling such Lender Bank or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s Bank's or the Administrative Agent’s 's commitment with respect to any Loans to a level below that which such Lender Bank or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s Bank's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender Bank or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender Bank or the Administrative Agent may notify the Borrower Borrowers of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees Borrowers and such Bank shall thereafter attempt to pay negotiate in good faith, within thirty (30) days of the day on which the Borrowers receive such Lender or notice, an adjustment payable hereunder that will adequately compensate such Bank in light of these circumstances. If the Administrative Agent Borrowers and such Bank are unable to agree to such adjustment within thirty (as 30) days of the case may be) for date on which the amount Borrowers receive such notice, then commencing on the date of such reduction 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 return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereofBank's reasonable determination, provide adequate compensation. Such Lender or the Administrative Agent (as the case may be) Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after In the date hereof event that Administrative Agent, Swing Loan Lender or any Lender shall have determined that any Applicable Law or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks adequacy, or bank holding companies any Change in Law or any change in the interpretation or application administration thereof by a any Governmental Authority Body, central bank or comparable agency charged with appropriate jurisdictionthe interpretation or administration thereof, or (b) compliance by such Administrative Agent, Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Administrative Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling Administrative Agent, Swing Loan Lender or any Lender and the office or branch where Administrative Agent Agent, Swing Loan Lender or any corporation controlling such Lender (as so defined) makes or the Administrative Agent maintains any LIBOR Rate Loans or LIBOR Rate Index Loans) with any law, governmental rule, regulation, policy, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such entity regarding capital adequacyauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Administrative Agent, Swing Loan Lender or any Lender’s or capital as a consequence of its obligations hereunder (including the Administrative Agent’s commitment with respect to making of any Loans Swing Loans) to a level below that which such Administrative Agent, Swing Loan Lender or the Administrative Agent such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s, Swing Loan Lender’s then existing and each Lender’s policies with respect to capital adequacy and assuming full utilization of such entity’s capitaladequacy) by any an amount deemed by such Administrative Agent, Swing Loan Lender or the Administrative Agent (as the case may be) any Lender to be material, then then, from time to time, Borrowers shall pay upon demand to such Administrative Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate such Administrative Agent, Swing Loan Lender or such Lender for such reduction. In determining such amount or amounts, such Administrative Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR RateAgent, the Borrower agrees to pay such Swing Loan Lender or the Administrative Agent (as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such each Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part regardless of any Lender to demand compensation for any reduction in amounts received possible contention of invalidity or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions inapplicability with respect to any period prior to the date that is 120 days prior to Applicable Law, rule, regulation, guideline or condition. A certificate of such request if Administrative Agent, Swing Loan Lender or such Lender knew of the circumstances giving rise setting forth such amount or amounts as shall be necessary to compensate such reductions and of the fact that Administrative Agent , Swing Loan Lender or such circumstances would result in a claim for increased compensation by reason of such reductionsLender with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error.

Capital Adequacy. If after the date hereof any Lender Bank or the Administrative either Agent determines that (ai) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority court or governmental authority with appropriate jurisdiction, or (bii) compliance by such Lender Bank or the Administrative such Agent or any corporation controlling such Lender Bank or the Administrative such Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s Bank's or the Administrative such Agent’s 's commitment with respect to any Loans to a level below that which such Lender Bank or the Administrative such Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s Bank's or the Administrative such Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender Bank or the Administrative Agent (as the case may be) such Agent to be material, then such Lender Bank or the Administrative such Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees and such Bank shall thereafter attempt to pay negotiate in good faith, within thirty (30) days after the day on which the Borrower receives such Lender or notice, an adjustment payable hereunder that will adequately compensate such Bank in light of these circumstances. If the Administrative Agent Borrower and such Bank are unable to agree to such adjustment within thirty (as 30) days after the case may be) for date on which the amount Borrower receives such notice, then commencing on the date of such reduction notice (but not earlier than the effective date of any such increased capital requirement), the fees payable to such Bank hereunder shall increase by an amount that will, in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereofBank's reasonable determination, provide adequate compensation. Such Lender or the Administrative Agent (as the case may be) Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) In the adoption of event that the Agent, Issuer or change in any law, governmental rule, regulation, policy, Lender shall have determined that any Applicable Law or guideline or directive (whether or not having the force of law) regarding capital requirements for banks adequacy, or bank holding companies any Change in Law or any change in the interpretation or application administration thereof by a any Governmental Authority Body, central bank or comparable agency charged with appropriate jurisdictionthe interpretation or administration thereof, or (b) compliance by such Lender or the Administrative Agent Agent, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Issuer or any Lender and any corporation or bank controlling such the Agent, Issuer or any Lender and the office or branch where the Administrative Agent Agent, Issuer or any Lender makes or maintains any BSBYTerm SOFR Rate Loans) with any law, governmental rule, regulation, policy, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such entity regarding capital adequacyauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent’s, Issuer’s or such Lender’s or the Administrative Agent’s commitment with respect to any Loans capital as a consequence of its obligations hereunder to a level below that which such the Agent, Issuer or any Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such the Agent’s, Issuer’s and each Lender’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capitaladequacy) by any an amount deemed by such the Agent, Issuer or any Lender or the Administrative Agent (as the case may be) to be material, then such Lender then, from time to time, Borrowers shall pay upon demand to the Agent, Issuer or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Rate, the Borrower agrees to pay such Lender or the Administrative Agent (as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation such additional amount or amounts as will compensate the Agent, Issuer or any Lender for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensationreduction; providedprovided that, that the Borrower shall not be under required to pay any obligation such amounts to compensate the extent requested more than 180 days after the occurrence of the event giving rise thereto. In determining such amount or amounts, the Agent, Issuer, or such Lender may use any Lender under reasonable averaging or attribution methods. The protection of this Section 5.7 for 3.9 shall be available to the Agent, Issuer and each Lender regardless of any reductions possible contention of invalidity or inapplicability with respect to any period prior to the date that is 120 days prior to such request if Applicable Law, rule, regulation, guideline or condition. (b) A certificate of the Agent, Issuer or such Lender knew of setting forth such amount or amounts as shall be necessary to compensate the circumstances giving rise Agent, Issuer or such Lender with respect to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductionsSection 3.9(a) hereof when delivered to Borrowing Representative shall be presumed correct absent manifest error.

Capital Adequacy. If after the date hereof any Lender Bank or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority court or governmental authority with appropriate jurisdiction, or (b) compliance by such Lender Bank or the Administrative Agent or any corporation controlling such Lender Bank or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s Bank's or the Administrative Agent’s 's commitment with respect to any Revolving Credit Loans to a level below that which such Lender Bank or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s Bank's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender Bank or the Administrative Agent (as the case may be) the Agent to be material, then such Lender Bank or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees and such Bank shall thereafter attempt to pay negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such Lender 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 39 -33- any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in such Bank's reasonable determination, provide adequate compensation; PROVIDED that the Borrower shall not be liable to any Bank or the Administrative Agent for costs incurred more than sixty (60) days prior to receipt by the Borrower of the notice referred to in the immediately preceding sentence from such Bank or the Agent, as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender Bank or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive Government Mandate (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental any Government Authority with appropriate jurisdiction, or (b) compliance by such Lender Bank or the Administrative Agent Agent, or any corporation controlling such Lender Bank or the Administrative Agent Agent, with any law, governmental rule, regulation, policy, guideline or directive Government Mandate (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s Bank's or the Administrative Agent’s 's commitment with respect to any Loans to a level below that which such Lender Bank or the Administrative Agent could have achieved but for such adoption, change change, or compliance (taking into consideration such Lender’s Bank's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s Entity's capital) by any amount reasonably deemed by such Lender Bank or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender Bank or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Alternative Base Rate, (aa) the Borrower agrees to shall pay such Lender Bank or the Administrative Agent (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender Bank or the Administrative Agent (as the case may be) the Administrative Agent of a certificate in accordance with Section 5.8 hereof. Such Lender 4.8 hereof (but in any case not later than the first to occur of (I) the date one year after such adoption, change, or compliance causing such reduction, and (II) as to adoptions of or changes in Government Mandates occurring prior to the repayment of the Loans and the termination of the Commitment the date ninety (90) days after both the payment in full of all outstanding Loans and termination of the Commitments), (bb) the Borrower shall be entitled, upon notice to the Administrative Agent and each Bank given within ninety (as 90) days of any notice by such Bank under the case may benext preceding sentence, to repay in cash in full all, but not less than all, of the Loans of such Bank, together with all accrued and unpaid interest on such Loans and any other amounts owing to such Bank under the Loan Documents and terminate (in full and not in part) such Bank's Commitment, and, (cc) in the event the Borrower elects to repay the Loans of any Bank under clause (bb), each other Bank shall be entitled, by notice to the Administrative Agent and the Borrower given within thirty (30) days after receipt of the notice referred to in clause (bb), to require the Borrower to repay in cash in full, within thirty (30) days of the notice under this clause (cc), all, but not less than all, of the Loans of such other Bank, together with all accrued and unpaid interest on such Loans and any other amounts owing to such other Bank under the Loan Documents. Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on Subject to the part terms specified above in this Section 4.7, the obligations of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew 4.7 shall survive repayment of the circumstances giving rise to such reductions Loans and termination of the fact that such circumstances would result in a claim for increased compensation by reason of such reductionsCommitments.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s 's or the Administrative Agent’s 's commitment with respect to any Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds Base Rate or LIBOR Rate, the Borrower agrees to pay such Lender or the Administrative Agent (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) the Administrative Agent of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) the Administrative Agent shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s 's right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If Subject to §§4.10 and 4.11 hereof, if after the date hereof any Lender or the Administrative Agent determines in good faith that (a) the adoption of or change any Change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by Law affecting such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any lawits holding company, governmental ruleif any, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, adequacy or capital or liquidity requirements or ratios has or would have the effect of reducing the return on such Lender’s or the Administrative Agent’s commitment or such holding company’s capital with respect to any Loans or Commitments to a level below that which such Lender or the Administrative Agent or such holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s or such holding company’s then existing policies with respect to capital adequacy and liquidity and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Alternate Base Rate, the Borrower agrees to pay such Lender or the Administrative Agent (as the case may be) for the Administrative Agent the amount of such reduction in the return on capital as and when such reduction is determined upon determined, within thirty (30) days after presentation by such Lender or the Administrative Agent (as the case may be) the Administrative Agent of a certificate in accordance with Section 5.8 hereof. Such §4.7 hereof which certificate shall be presented within the shorter of such maximum allowable period as permitted by law or such Lender’s internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner; provided that such Lender or the Administrative Agent (as may deliver such certificate after the case may be) Maturity Date with respect to amounts outstanding prior to the Borrower’s satisfaction of all Obligations). Each Lender shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof Closing Date any Lender Bank or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority court or governmental authority with appropriate jurisdiction, or (b) compliance by such Lender Bank or the Administrative Agent or any corporation controlling such Lender Bank or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s Bank's or the Administrative Agent’s 's commitment with respect to any Loans to a level below that which such Lender Bank or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s Bank's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender Bank or the Administrative Agent (as the case may be) the Agent to be material, then such Lender Bank or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees and such Bank shall thereafter attempt to pay negotiate in good faith, within thirty (30) days of the day on which the Borrower receive such Lender or notice, an adjustment payable hereunder that will adequately compensate such Bank in light of these circumstances. If the Administrative Agent Borrower and such Bank are unable to agree to such adjustment within thirty (as 30) days of the case may be) for date on which the amount Borrower receive such notice, then commencing on the date of such reduction 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 return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereofBank's reasonable determination, provide adequate compensation. Such Lender or the Administrative Agent (as the case may be) Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) In the adoption of event that Agent, Swing Loan Lender, any Lender shall have determined that any Applicable Law or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks adequacy, or bank holding companies any Change in Law or any change in the interpretation or application administration thereof by a any Governmental Authority Body, central bank or comparable agency charged with appropriate jurisdictionthe interpretation or administration thereof, or (b) compliance by such Lender or the Administrative Agent 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 such Agent, Swing Loan Lender, any Lender and the office or the Administrative Agent branch where Agent, Swing Loan Lender, any Lender (as so defined) makes or maintains any LIBORTerm SOFR Rate Loans) with any law, governmental rule, regulation, policy, guideline request or directive regarding capital adequacy (whether or not having the force of law) of any such entity regarding capital adequacyauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Agent, Swing Loan Lender, any Lender’s or capital as a consequence of its obligations hereunder (including the Administrative Agent’s commitment with respect to making of any Loans Swing Loans) to a level below that which Agent, Swing Loan Lender, such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration Agent’s, Swing Loan Lender’s, such LenderIssuer’s or the Administrative Agentand such Lxxxxx’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capitaladequacy) by any an amount deemed by such Lender or the Administrative Agent (as the case may be) Agent, Swing Loan Lender, any Lender, any Issuer to be material, then then, from time to time, Borrowers shall pay, within ten (10) days of receiving a reasonably detailed written demand therefor, to Agent, Swing Loan Lender, such Issuer or such Lender such additional amount or the Administrative Agent may notify the Borrower of amounts as will compensate Agent, Swing Loan Lender, such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds Issuer or LIBOR Rate, the Borrower agrees to pay such Lender or the Administrative Agent (as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.such

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s or the Administrative Agent’s commitment with respect to any Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower Borrowers of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees to pay Borrowers and such Lender or shall thereafter attempt to negotiate in good faith, within thirty (30) days of the Administrative Agent day on which the Borrowers receive such notice, an adjustment payable hereunder that will adequately compensate such Lender in light of these circumstances. If the Borrowers and such Lender are unable to agree to such adjustment within thirty (as 30) days of the case may be) for date on which the amount Borrowers receive such notice, then commencing on the date of such reduction 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 return on capital as and when such reduction is determined upon presentation by such Lender’s reasonable determination, provide adequate compensation. Each Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. (a) If after the date hereof of this Agreement, the Agent or any Lender shall have determined that any Change in Law has occurred, or the Administrative Agent determines that (a) the adoption or effectiveness of or change in any applicable law, governmental rule, regulation, policy, guideline rule or directive (whether or not having the force of law) regulation regarding capital requirements for banks adequacy of general applicability, or bank holding companies any change therein, or any change in the interpretation or application administration thereof by a any Governmental Authority Authority, central bank or comparable agency charged with appropriate jurisdictionthe interpretation or administration thereof, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such entity regarding capital adequacyGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such the Agent's or any Lender’s or the Administrative Agent’s commitment with respect to any Loans 's capital as a consequence of its obligations hereunder to a level below that which the Agent or such Lender or the Administrative Agent could have achieved but for such Change in Law or such adoption, change or compliance (taking into consideration the Agent's or such Lender’s or the Administrative Agent’s then existing 's policies with respect to capital adequacy and assuming full utilization of such entity’s capitalor liquidity requirements) by any an amount deemed by the Agent or such Lender or the Administrative Agent (as the case may be) to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Ratefrom time to time, the Borrower agrees shall pay to pay the Agent or such Lender such additional amount or amounts as will compensate the Administrative Agent or such Lender for such reduction. (b) A certificate of the Agent or such Lender setting forth such amount or amounts as shall be necessary to compensate the case may beAgent or such Lender as specified in Section 5.14(a) for hereof and making reference to the applicable law, rule or regulation shall be delivered as soon as practicable to the Borrower and shall be prima facie evidence thereof. The Borrower shall pay the Agent or such Lender the amount of shown as due on any such reduction in certificate within fourteen (14) Business Days after the return on capital as and when such reduction is determined upon presentation by Agent or such Lender delivers such certificate. In preparing such certificate, the Agent or the Administrative Agent (such Lender may employ such assumptions and allocations of costs and expenses as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) it shall allocate such cost increases among its customers in good faith xxxxx xxxx reasonable and on an equitable basismay use any reasonable averaging and attribution method. The failure or delay on Section 3.8(b) hereof shall apply to the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender costs assessed under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductionsSection.

Capital Adequacy. If after the date hereof any Lender Bank or the Administrative Agent determines that (a) the adoption of or change after the Closing Date in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority court or governmental authority with appropriate jurisdiction, or (b) compliance by such Lender Bank or the Administrative Agent or any corporation controlling such Lender Bank or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s Bank's or the Administrative Agent’s commitment 's Commitment with respect to any Revolving Credit Loans or the Revolving Credit Loans to a level below that which such Lender Bank or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s Bank's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender Bank or the Administrative Agent (as the case may be) the Agent to be material, then such Lender Bank or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees and such Bank shall thereafter attempt to pay negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such Lender or notice, an adjustment payable hereunder that will adequately compensate such Bank in light of these circumstances. If the Administrative Agent Borrower and such Bank are unable to agree to such adjustment within thirty (as 30) days of the case may be) for date on which the amount Borrower receives such notice, then commencing on the date of such reduction 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 return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereofBank's reasonable determination, provide adequate compensation. Such Lender or the Administrative Agent (as the case may be) Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority court or governmental authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s 's or the Administrative Agent’s 's commitment with respect to any Revolving Credit Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or 's on the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees to pay and such Lender or the Administrative Agent (Agent, as the case may be, shall thereafter attempt to negotiate in good faith, within thirty (30) for days of the amount of day on which the Borrower receives such reduction in the return on capital as and when such reduction is determined upon presentation by notice, an adjustment payable hereunder that will adequately compensate such Lender or the Administrative Agent (Agent, as the case may be) , in light of a certificate in accordance with Section 5.8 hereofthese circumstances. Such If the Borrower and such Lender or the Administrative Agent (Agent, as the case may be, are unable to agree to such adjustment within thirty (30) days of the date on which the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in such Lender's reasonable determination, provide adequate compensation. Each Lender and the Administrative Agent shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after any Lender shall have determined, that, whether in effect at the date hereof of this Agreement or hereafter in effect, any applicable Law, rule, regulation or guideline 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 any Lender (or the Administrative Agent determines that (aits Lending Office) the adoption of or change in with any law, governmental rule, regulation, policy, guideline request or directive regarding capital adequacy (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of lawLaw) of any such entity regarding capital adequacyauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s 's capital allocated to the transactions contemplated by this Agreement (or the Administrative Agent’s commitment with respect to any Loans capital of its holding company) as a consequence of its obligations hereunder to a level below that which such Lender (or the Administrative Agent its holding company) could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's policies or the Administrative Agent’s then existing policies of its holding company with respect to capital adequacy and assuming full utilization of such entity’s capitaladequacy) by any an amount deemed by such Lender or the Administrative Agent (as the case may be) to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Ratefrom time to time, the Borrower agrees to pay such Lender or the Administrative Agent (as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation within 15 days after demand by such Lender (with a copy to the Agent), the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its holding company) for such reduction. Each Lender will designate a different lending office if such designation will avoid the Administrative Agent (as need for, or reduce the case may be) amount of, such compensation and will not, in the judgment of a such Lender, be otherwise disadvantageous to such Lender. A certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender claiming compensation under this section and setting forth the additional amount or amounts to demand be paid to it hereunder shall be conclusive and binding in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Within four (4) months following the date such certificate is furnished claiming compensation for by any reduction in amounts received or receivable or reduction in return on capital shall not constitute such Lender (the "Affected Lender"), the Borrowers may replace the Affected Lender with a waiver of such Lender’s right lending institution satisfactory to demand such compensation; provided, that the Borrower shall Agent (the consent to which may not be under any obligation unreasonably withheld by the Agent), upon payment to compensate any the Affected Lender under of all principal of and interest on all of its then outstanding Revolving Credit Loans and of all Facility Fees, and other Obligations then owing to it and upon such other terms and conditions as are satisfactory to the Majority Lenders. The protection of this Section 5.7 for 3.8 shall be available to each Lender regardless of any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew possible contention of the circumstances giving rise to such reductions and invalidity or inapplicability of the fact that such circumstances would result in a claim for increased compensation by reason of such reductionsLaw, regulation or other condition which shall have been imposed.

Capital Adequacy. If after the date hereof at any time any Lender or the Administrative Agent Tranche B Investor determines that (a) the adoption of introduction of, or any change in or in the interpretation of, any law, treaty or governmental rule, regulationregulation or order after the date of this Agreement regarding capital adequacy, policy(b) compliance with any such law, treaty, rule, regulation or order or (c) compliance with any guideline or request or directive from any central bank or other Governmental Authority (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has shall have the effect of reducing the rate of return on such Lender’s or Tranche B Investor’s (or any corporation controlling such Lender’s or Tranche B Investor’s) capital as a consequence of its obligations hereunder, in respect of the Administrative Agent’s commitment with Credit-Linked Deposits or under or in respect to of any Loans Letter of Credit to a level below that which such Lender Lender, Tranche B Investor or the Administrative Agent corporation could have achieved but for such adoption, change change, compliance or compliance interpretation, then, upon demand from time to time by such Lender or, through the Fronting Lender, such Tranche B Investor (taking into consideration with a copy of such Lender’s or demand to the Administrative Agent’s then existing policies with respect Agent and, in the case of a Tranche B Investor, the Fronting Lender), the Borrower shall pay to capital adequacy and assuming full utilization the Administrative Agent for the account of such entity’s capital) by any amount deemed Lender or, in the case of a Tranche B Investor, the Fronting Lender, from time to time as specified by such Lender or Tranche B Investor, additional amounts sufficient to compensate such Lender or Tranche B Investor for such reduction. A certificate as to such amounts setting forth in reasonable detail the basis for such demand and a calculation for such amount, shall be submitted to the Borrower and the Administrative Agent (as the case may be) to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Rate, the Borrower agrees to pay such Lender or the Administrative Agent (as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or Tranche B Investor and shall be conclusive and binding for all purposes absent manifest error. Notwithstanding the Administrative Agent foregoing, except to the extent, if any, the change (as the case may beor compliance) of a referred to in any such certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; providedbe retroactive, that the Borrower shall not be under any obligation required to compensate any a Lender under or Tranche B Investor pursuant to this Section 5.7 2.15 (Capital Adequacy) for any reductions reduction in rates of return with respect to any period prior to the date that is 120 180 days prior to the date of each such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductionscertificate.

Capital Adequacy. (a) If after the date hereof of this Agreement, the Agent or any Lender or the Administrative Agent determines shall have determined that (a) the adoption or effectiveness of or change in any applicable law, governmental rule, regulation, policy, guideline rule or directive (whether or not having the force of law) regulation regarding capital requirements for banks adequacy of general applicability, or bank holding companies any change therein, or any change in the interpretation or application administration thereof by a any Governmental Authority Authority, central bank or comparable agency charged with appropriate jurisdictionthe interpretation or administration thereof, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such entity regarding capital adequacyGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such the Agent’s or any Lender’s or the Administrative Agent’s commitment with respect to any Loans capital as a consequence of its obligations hereunder to a level below that which the Agent or such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration the Agent’s or such Lender’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capitaladequacy) by any an amount deemed by the Agent or such Lender or the Administrative Agent (as the case may be) to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Ratefrom time to time, the Borrower agrees shall pay to pay the Agent or such Lender such additional amount or amounts as will compensate the Administrative Agent or such Lender for such reduction. (b) A certificate of the Agent or such Lender setting forth such amount or amounts as shall be necessary to compensate the case may beAgent or such Lender as specified in Section 5.14(a) for hereof and making reference to the applicable law, rule or regulation shall be delivered as soon as practicable to the Borrower and shall be prima facie evidence thereof. The Borrower shall pay the Agent or such Lender the amount of shown as due on any such reduction in certificate within fourteen (14) Business Days after the return on capital as and when such reduction is determined upon presentation by Agent or such Lender delivers such certificate. In preparing such certificate, the Agent or the Administrative Agent (such Lender may employ such assumptions and allocations of costs and expenses as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) it shall allocate such cost increases among its customers in good faith fxxxx xxxx reasonable and on an equitable basis. The failure or delay on the part of may use any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions reasonable averaging and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductionsattribution method.

Capital Adequacy. If Agent determines the amount of capital required or expected to be maintained by Agent or any Lender, any Lending Installation of Agent or any Lender, or any corporation or other Person controlling Agent or any Lender is increased as a result of a Change, then, within fifteen (15) days of demand by Agent, the Borrower shall pay to Agent the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which Agent determines is attributable to this Agreement or any Loan or commitment made hereunder (after taking into account Agent’s policies as to capital adequacy). Without limiting the foregoing, such compensation shall include an amount equal to any reduction in return on assets or return on equity to a level below that which Agent or any Lender could have achieved absent its extension of credit hereunder and but for such Change. Agent will notify Borrower as promptly as practicable after it determines to demand such compensation. “Change” means (i) any change after the date hereof of this Agreement in the Risk-Based Capital Guidelines (defined below) or (ii) any Lender or the Administrative Agent determines that (a) the adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline guideline, interpretation, or directive (whether or not having the force of law) regarding or in the interpretation, promulgation, implementation or administration thereof after the date of this Agreement which affects the amount of capital requirements for banks required or bank holding companies expected to be maintained by Agent or any Lender (or any Lending Installation) or any corporation or other Person controlling Agent or any Lender, including without limitation, (a) any such law, regulation or change in which affects the interpretation or application thereof by a Governmental Authority with appropriate jurisdictionLondon interbank market, or and (b) compliance any such change which results in an adjustment (i) of the Federal Deposit Insurance Corporation assessment rate, (ii) of the reserve requirement specified by such Lender Regulation D. Notwithstanding the foregoing, for purposes of this Agreement, all requests, rules, guidelines or directives in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act shall be deemed to be a Change regardless of the date enacted, adopted or issued and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s or the Administrative Agent’s commitment with respect to any Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount United States financial regulatory authorities shall be deemed by such Lender or the Administrative Agent (as the case may be) to be materiala Change regardless of the date adopted, then such Lender issued, promulgated or implemented. “Risk-Based Capital Guidelines” means (i) the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction risk-based capital guidelines in effect in the return on capital is not reflected in the Cost of Funds or LIBOR Rate, the Borrower agrees to pay such Lender or the Administrative Agent (as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay United States on the part date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States including transition rules, and any Lender amendments to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period regulations adopted prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductionsthis Agreement.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (ai) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority court or governmental authority with appropriate jurisdiction, or (bii) compliance by such Lender or the Administrative Agent or any corporation Person controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity Person regarding capital adequacyadequacy (with respect to the foregoing clauses (i) and (ii), regardless of the date enacted, adopted or issued including, without limitation: (x) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III), has the effect of reducing the return on such Lender’s or the Administrative Agent’s commitment Commitments with respect to any Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower Representative of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds Base Rate or the LIBOR Rate, the Borrower agrees Borrowers jointly and severally agree to pay such Lender or the Administrative Agent (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon within thirty (30) days of presentation by such Lender or the Administrative Agent (as the case may be) the Administrative Agent of a certificate in accordance with Section 5.8 §4.8 hereof. Such Each Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If (a) In the event that the Agent or any Lender shall have determined that, (a) the introduction after the date hereof of this Agreement of any law, treaty, rule or regulation, or any change therein after the date of this Agreement, (b) any change after the date of this Agreement in the interpretation or administration of any law, treaty, rule or regulation by any central bank or other governmental authority or (c) the compliance by the Agent, any Lender or the Administrative Agent determines that (a) the adoption of or change in Issuer with any lawguideline, governmental rule, regulation, policy, guideline request or directive from any central bank or other governmental authority (whether or not having the force of lawLaw) regarding capital requirements after the date of this Agreement (for banks or bank holding companies or any change in purposes of this Section 3.9, the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or term “Lender” shall include the Administrative Agent or any Lender and any corporation or bank controlling such the Agent or any Lender) and the office or branch where the Agent or any Lender (as so defined) makes or the Administrative Agent with maintains any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacyLibor Rate Loans, has or would have the effect of reducing the rate of return on such the Agent or any Lender’s or the Administrative Agent’s commitment with respect to any Loans capital as a consequence of its obligations hereunder to a level below that which the Agent or such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such the Agent’s and each Lender’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capitaladequacy) by any an amount deemed by such the Agent or any Lender or the Administrative Agent (as the case may be) to be material, then then, from time to time, the Borrowers shall pay upon demand to the Agent or such Lender such additional amount or amounts as will compensate the Administrative Agent may notify the Borrower of or such factLender for such reduction. To the extent that the In determining such amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Rateamounts, the Borrower agrees to pay Agent or such Lender may use any reasonable averaging or the Administrative Agent (as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basisattribution methods. The failure or delay on protection of this Section 3.9 shall be available to the part Agent and each Lender regardless of any Lender to demand compensation for any reduction in amounts received possible contention of invalidity or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions inapplicability with respect to any period prior the applicable law, regulation or condition. (b) A certificate of the Agent or such Lender setting forth such amount or amounts as shall be necessary to compensate the Agent or such Lender with respect to Section 3.9(a) hereof when delivered to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductionsBorrowers shall be presumed correct absent manifest error.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) (provided that, with respect to requests, directives, instructions and notices not having the force of law, the Lenders shall act in good faith and in a consistent manner with respect to compliance with any such request, directive, instruction or notice) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority court or governmental authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) (provided that, with respect to requests, directives, instructions and notices not having the force of law, the Lenders shall act in good faith and in a consistent manner with respect to compliance with any such request, directive, instruction or notice) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s 's or the Administrative Agent’s 's commitment with respect to any Loans or Bankers' Acceptances to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Agent to be material, then such Lender or the Administrative Agent may notify the Borrower Borrowers of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, Xxxxxxx-Xxxxxxx, on behalf of the Borrower agrees to pay Borrowers and such Lender or shall thereafter attempt to negotiate in good faith, within thirty (30) days of the Administrative Agent day on which the Borrowers receive such notice, an adjustment payable hereunder that will adequately compensate such Lender in light of these circumstances. If Xxxxxxx-Xxxxxxx and such Lender are unable to agree to such adjustment within thirty (as 30) days of the case may be) for date on which the amount Borrowers receive such notice, then commencing on the date of such reduction 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 return on capital as and when such reduction is determined upon presentation by such Lender's reasonable determination, provide adequate compensation. Each Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) If either (i) the adoption introduction of or any change in or in the interpretation by any law, governmental rule, regulation, policy, guideline Official Body of any law or regulation or (ii) compliance by any Affected Party with any directive or request from any central bank or other Official Body (whether or not having the force of law) regarding imposed after the date hereof affects or would affect the amount of capital requirements for banks required or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance expected to be maintained by such Lender Affected Party or such Affected Party reasonably determines that the Administrative Agent amount of such capital is increased by or any corporation controlling such Lender or based upon the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) existence of any Purchaser’s agreement to purchase Mortgage Loans hereunder (or Agent’s agreement to purchase on behalf of such entity regarding capital adequacy, has Purchaser as principal) and other similar agreements or facilities and such event would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s commitment with respect to any Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) Affected Party by any an amount deemed by such Lender or the Administrative Agent (as the case may be) Affected Party to be material, then then, within thirty (30) days after demand by such Lender Affected Party or the Administrative applicable Group Agent, the Sellers shall be jointly and severally obligated to pay and shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the parties hereto) or such Group Agent may notify for the Borrower account of such fact. To Affected Party from time to time, as specified by such Affected Party or such Group Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Group Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Purchaser’s agreements hereunder. For the avoidance of doubt, a change in, or change by any Official Body in the interpretation of, the Financial Accounting Standards Board’s Interpretation No. 46 of Accounting Research Bulletin No. 51 shall constitute an introduction or change subject to this Paragraph 6(a). (b) If any Affected Party shall incur any loss, cost or expense (other than loss of fees or profit) as a result of the failure of any Seller to sell any Mortgage Loan on the date specified in the applicable Confirmation for any reason, the Sellers shall be jointly and severally obligated to pay and shall, within thirty (30) days after demand by such Affected Party or the related Group Agent, pay such Affected Party or such Group Agent the amount of such reduction losses, costs and expenses as reasonably determined by such Affected Party; provided, however, if, in connection with an Asset Purchase Agreement or similar liquidity facility of any Conduit Purchaser in connection with this Letter Agreement or the funding or maintenance of purchases hereunder, such Conduit Purchaser is required to compensate a bank or other financial institution under circumstances substantially similar to those described in this Paragraph 6(b), then upon demand by such Conduit Purchaser, the Sellers shall be jointly and severally obligated to pay and shall pay to such Conduit Purchaser such additional amount or amounts as may be necessary to reimburse such Conduit Purchaser for any such amounts paid by it. (c) The applicable Group Agent will promptly notify the Sellers of any event of which it has knowledge, occurring after the date hereof, which will entitle any Affected Party to compensation pursuant to Paragraph 6(a) or Paragraph 6(b). Each Purchaser will designate a different funding office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the return on capital is not reflected in the Cost judgment of Funds or LIBOR Ratesuch Purchaser, the Borrower agrees be otherwise disadvantageous to pay such Lender or the Administrative Agent (as the case may be) for it. In determining the amount of such reduction compensation, such Purchaser may use any reasonable averaging and attribution methods. The applicable Purchaser or Group Agent on its behalf shall promptly submit to the Sellers a certificate describing such compensation but in no event later than 180 days after the circumstances described in the return on capital as preceding paragraphs (a) or (b) first arise setting forth the calculation and when such reduction is determined upon presentation by such Lender or methods in reasonable detail, which certificate shall be conclusive in the Administrative Agent (as the case may be) absence of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductionsmanifest error.

Capital Adequacy. If after the date hereof With respect to any Lender or the Administrative Agent determines that (a) the adoption of or Borrowing, if any change in any lawpresent Law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdictionof any present Law, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity future Law regarding capital adequacy, has or if compliance by any Lender with any request, directive, or requirement imposed in the effect future by any Tribunal regarding capital adequacy, or if any change in its written policies or in the risk category of reducing this transaction, in any of the foregoing events or circumstances, reduces the rate of return on such Lender’s or the Administrative Agent’s commitment with respect to any Loans its capital as a consequence of its obligations under this Agreement to a level below that which such Lender or the Administrative Agent it otherwise could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s then existing its policies with respect to capital adequacy and assuming full utilization of such entity’s capitaladequacy) by any an amount deemed by such Lender it to be material (and it may, in determining the amount, utilize reasonable assumptions and allocations of costs and expenses and use any reasonable averaging or attribution method), then (unless the effect is already reflected in the rate of interest then applicable under this Agreement) the Administrative Agent or that Lender (as through the case may beAdministrative Agent) shall notify the Borrower and deliver to be materialthe Borrower a certificate setting forth in reasonable detail the calculation of the amount necessary to compensate it (which certificate is conclusive and binding absent manifest error), then such Lender or and the Borrower shall pay that amount to the Administrative Agent may notify or that Lender within five (5) Business Days after demand. Notwithstanding the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Rateforegoing sentence, the Borrower agrees to pay such Lender or the Administrative Agent (as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under obligated to pay such amount unless notice thereof is given within ninety (90) Business Days after any obligation such Lender actually incurs such reduction in its return. The Lenders are not aware of any event which would so reduce their rate of return as of the date hereof. If any such event giving rights to compensate a demand by any Lender for compensation under this Section 5.7 for any reductions SECTION 3.16(b) occurs specifically with respect to any period prior such Lender, and generally with respect to national banks similarly situated for loans of the same classification, the Borrower may elect to prepay the Obligation in full within one hundred twenty (120) days after receipt of the above-described certificate from the Administrative Agent by giving written notice to the date Administrative Agent or that is 120 days prior to Lender through the Administrative Agent) of such request election not more than five (5) Business Days after receipt of such certificate from the Administrative Agent; provided, however, that if the Borrower does not prepay the Obligation within such 120-day period despite having given such notice, this Agreement shall remain in full force and effect as if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.notice was never given. The provisions of

Capital Adequacy. If (1) the adoption, after the date hereof of this Loan Agreement, of any applicable governmental law, rule or regulation regarding capital adequacy, (2) any change, after the date of this Loan Agreement, in the interpretation or administration of any such law, rule or regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof or (3) compliance by a Lender or the Administrative Agent determines that (a) the adoption of any corporation or change in bank controlling a Lender with any law, governmental rule, regulation, policy, applicable guideline or directive request of general applicability, issued after the date of this Loan Agreement, by any central bank or other Governmental Authority (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any that constitutes a change of the nature described in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or clause (b2) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy“Capital Adequacy Change”), has the effect of (x) requiring an increase in the amount of capital required to be maintained by a Lender or any corporation or bank controlling a Lender or (y) reducing the rate of return on such Lender’s assets or the Administrative Agent’s commitment with respect to any Loans to a level below that which capital of such Lender (or the Administrative Agent could have achieved but for such corporation or bank) and such adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or the Administrative Agent (compliance, as the case may be) , relates to be materiala category of claims or assets that includes such Lender’s Loan Amount, then the Borrower shall pay to such Lender from time to time such additional amount or amounts as are necessary to compensate such Lender for such portion of such increase or reduction as shall be reasonably allocable to such Lender’s Loan Amount; provided, that no such amounts shall be payable by the Administrative Agent may Borrower to any Lender pursuant to this Section 5.2 unless such Lender certifies to the Borrower that (A) such Lender is assessing to its other borrowers (of loans similar to the Loan) comparable allocable costs, and (B) such Lender believes that such costs are generally applicable to lenders similarly situated to and in the same jurisdiction as such Lender. For the avoidance of doubt, the matters set forth in the Consultative Document titled “The New Basel Capital Accord” issued by the Basel Committee on Banking Supervision in April 2003 will not be treated, for purposes of determining whether any Lender is entitled to compensation under this Section 5.2, as having been enacted or having come into effect before the date of this Loan Agreement. Each Lender will notify the Borrower of such fact. To any event occurring after the extent date of this Agreement that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Rate, the Borrower agrees to pay will entitle such Lender or the Administrative Agent to compensation pursuant to this Section 5.2 as promptly as practicable but in any event within sixty (as the case may be60) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by days, after such Lender or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensationobtains Actual Knowledge thereof; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if however, such Lender knew of the circumstances giving rise shall be entitled to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.payment under this

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks Lenders or bank Lender holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s 's or the Administrative Agent’s 's commitment with respect to any Revolving Credit Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower Borrowers of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Base Rate, the Borrower agrees Borrowers jointly and severally agree to pay such Lender or the Administrative Agent (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) the Administrative Agent of a certificate in accordance with Section 5.8 ss.6.9 hereof. Such Each Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If Subject to §§4.10 and 4.11 hereof, if after the date hereof any Lender or the Administrative Agent determines in good faith that (a) the adoption of or change any Change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by Law affecting such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any lawits holding company, governmental ruleif any, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, adequacy or capital or liquidity requirements or ratios has or would have the effect of reducing the return on such Lender’s or the Administrative Agent’s commitment or such holding company’s capital with respect to any Loans or Commitments to a level below that which such Lender or the Administrative Agent or such holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s or such holding company’s then existing policies with respect to capital adequacy and liquidity and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Alternate Base Rate, the Borrower agrees to pay such Lender or the Administrative Agent (as the case may be) for the Administrative Agent the amount of such reduction in the return on capital as and when such reduction is determined upon determined, within thirty (30) days after presentation by such Lender or the Administrative Agent (as the case may be) the Administrative Agent of a certificate in accordance with Section 5.8 hereof. Such §4.7 hereof which certificate shall be presented within the shorter of such maximum allowable period as permitted by law or such Lender’s internal policies (but no longer than one year or the occurrence of the applicable Maturity Date, if sooner; provided that such Lender or the Administrative Agent (as may deliver such certificate after the case may be) applicable Maturity Date with respect to amounts outstanding prior to the Borrower’s satisfaction of all Obligations). Each Lender shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on For purposes of this §4.6, the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital term “Lender” shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that include the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductionsFronting Bank.

Capital Adequacy. If Subject to ss.ss.4.11 and 4.12 hereof, if after the date hereof any Lender or the Administrative Agent determines in good faith that (ai) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority court or governmental authority with appropriate jurisdiction, or (bii) compliance by such Lender or the Administrative Agent or any corporation Person controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity Person regarding capital adequacy, has the effect of reducing the return on such Lender’s 's or the Administrative Agent’s commitment 's Commitment with respect to any Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower 417 of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Alternate Base Rate, the Borrower agrees to pay such Lender or the Administrative Agent (as the case may be) for the Administrative Agent the amount of such reduction in the return on capital as and when such reduction is determined upon determined, within thirty (30) days after presentation by such Lender or the Administrative Agent (as the case may be) the Administrative Agent of a certificate in accordance with Section 5.8 hereof. Such Lender ss.4.7 hereof which certificate shall be presented within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the Administrative Agent (as occurrence of the case may be) Maturity Date, if sooner). Each Lender shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) In the adoption of event that Agent or change in any lawLender shall have determined that any Applicable Law, governmental rule, regulation, policy, regulation or guideline or directive (whether or not having the force of law) regarding capital requirements for banks adequacy or bank holding companies liquidity, or any change therein, or any change in the interpretation, application or administration thereof by any Governmental Body, central bank or comparable agency charged with the interpretation or application thereof by a Governmental Authority with appropriate jurisdictionadministration thereof, or (b) compliance by such Lender or the Administrative Agent or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent or any Lender and any corporation or bank controlling such Agent or any Lender) and the office or branch where Agent or any Lender (as so defined) makes or the Administrative Agent maintains any Eurodollar RateSOFR Loans with any law, governmental rule, regulation, policy, guideline request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such entity regarding capital adequacyauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Agent or any Lender’s or the Administrative Agent’s commitment with respect to any Loans capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender or the Administrative Agent could would have achieved but for such adoption, change or compliance (taking into consideration such Agent’s and each Lender’s or the Administrative Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capitalor liquidity) by any an amount reasonably deemed by such Agent or any Lender or the Administrative Agent (as the case may be) to be material, then then, from time to time, Borrower shall pay upon demand to Agent or such Lender such additional amount or the Administrative amounts as will compensate Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Rate, the Borrower agrees to pay such Lender for such reduction. In determining such amount or the Administrative amounts, Agent (as the case may be) for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by or such Lender may use any reasonable averaging or the Administrative Agent (as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basisattribution methods. The failure or delay on the part protections of this Section 3.9 shall be available to Agent and each Lender regardless of any Lender to demand compensation for any reduction in amounts received possible contention of invalidity or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions inapplicability with respect to any period prior the Applicable Law, regulation or condition. Notwithstanding anything herein to the contrary, for all purposes under this Agreement, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, in either case, be deemed to have gone into effect after the Closing Date, regardless of the date that is 120 days prior to such request if enacted, adopted or issued. (b) A certificate of Agent or such Lender knew of the circumstances giving rise setting forth such amount or amounts as shall be necessary to compensate Agent or such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductionsLender with respect to Section 3.9(a) when delivered to Borrower shall be conclusive absent manifest error.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) the adoption of or of, change in or interpretation of any law, governmental rule, regulation, policy, guideline or directive after the date hereof (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a Governmental Authority with appropriate jurisdiction, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling Controlling such Lender or the Administrative Agent with any such law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s 's or the Administrative Agent’s 's commitment with respect to any Loans to a level below that which such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or the Administrative Agent’s 's then existing policies with respect to capital adequacy and assuming full utilization of such entity’s 's capital) by any amount deemed by such Lender or the Administrative Agent (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Prime Rate, the Borrower agrees to pay such Lender or the Administrative Agent (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or the Administrative Agent (as the case may be) the Administrative Agent of a certificate in accordance with Section 5.8 hereof. Such Each Lender or the Administrative Agent (as the case may be) shall allocate such cost increases among its customers in good faith and on an equitable basis. The failure or delay on the part of any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductions.

Capital Adequacy. (a) If after the date hereof of this Agreement, the Agent or any Lender or the Administrative Agent determines shall have determined that (a) the adoption or effectiveness of or change in any applicable law, governmental rule, regulation, policy, guideline rule or directive (whether or not having the force of law) regulation regarding capital requirements for banks adequacy of general applicability, or bank holding companies any change therein, or any change in the interpretation or application administration thereof by a any Governmental Authority Authority, central bank or comparable agency charged with appropriate jurisdictionthe interpretation or administration thereof, or (b) compliance by such Lender or the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any law, governmental rule, regulation, policy, guideline request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such entity regarding capital adequacyGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such the Agent's or any Lender’s or the Administrative Agent’s commitment with respect to any Loans 's capital as a consequence of its obligations hereunder to a level below that which the Agent or such Lender or the Administrative Agent could have achieved but for such adoption, change or compliance (taking into consideration the Agent's or such Lender’s or the Administrative Agent’s then existing 's policies with respect to capital adequacy and assuming full utilization of such entity’s capitaladequacy) by any an amount deemed by the Agent or such Lender or the Administrative Agent (as the case may be) to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Cost of Funds or LIBOR Ratefrom time to time, the Borrower agrees shall pay to pay the Agent or such Lender such additional amount or amounts as will compensate the Administrative Agent or such Lender for such reduction. (b) A certificate of the Agent or such Lender setting forth such amount or amounts as shall be necessary to compensate the case may beAgent or such Lender as specified in SECTION 5.14(a) for hereof and making reference to the applicable law, rule or regulation shall be delivered as soon as practicable to the Borrower and shall be prima facie evidence thereof. The Borrower shall pay the Agent or such Lender the amount of shown as due on any such reduction in certificate within fourteen (14) Business Days after the return on capital as and when such reduction is determined upon presentation by Agent or such Lender delivers such certificate. In preparing such certificate, the Agent or the Administrative Agent (such Lender may employ such assumptions and allocations of costs and expenses as the case may be) of a certificate in accordance with Section 5.8 hereof. Such Lender or the Administrative Agent (as the case may be) it shall allocate such cost increases among its customers in good faith faitx xxxx xxxsonable and on an equitable basis. The failure or delay on the part of may use any Lender to demand compensation for any reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be under any obligation to compensate any Lender under this Section 5.7 for any reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew of the circumstances giving rise to such reductions reasonable averaging and of the fact that such circumstances would result in a claim for increased compensation by reason of such reductionsattribution method.