Common use of Capital Adequacy Clause in Contracts

Capital Adequacy. (a) In the event that Agent or any Lender or any Issuer shall have determined that 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 Agent or any Lender or any Issuer (for purposes of this Section 3.9, the 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 request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent or any Lender’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s and each Lender’s policies with respect to capital adequacy) by 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 applicable law, regulation or condition. (b) If any 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In the event that Agent Agent, Swing Loan Lender, any Issuer or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent Agent, Swing Loan Lender, any Issuer or any Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, any Issuer or any Lender or any Issuer and any corporation or bank controlling Agent Agent, Swing Loan Lender, any Issuer or any Lender or any Issuer) and the office or branch where Agent Agent, Swing Loan Lender, any Issuer or any Lender (as so defined) makes or maintains any Eurodollar LIBOR Rate Loans Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent Agent, Swing Loan Lender, any Issuer or any Lender’s capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent Agent, Swing Loan Lender, such Issuer or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s, Swing Loan Lender’s, such Issuer’s and each such Lender’s policies with respect to capital adequacy) by an amount deemed by Agent Agent, Swing Loan Lender, any Issuer or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent Agent, Swing Loan Lender, such Issuer or such Lender such additional amount or amounts as will compensate Agent Agent, Swing Loan Lender, such Issuer or such Lender for such reduction. In determining such amount or amounts, Agent Agent, Swing Loan Lender, such Issuer or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to Agent Agent, Swing Loan Lender, each Issuer and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawApplicable Law, regulation rule, regulation, guideline or condition. (b) If any A certificate of Agent, Swing Loan Lender, such Issuer or such Lender becomes entitled setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent, Swing Loan Lender, such Issuer or such Lender with respect 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 ) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error. Such certificate Failure or delay on the part of Agent, Swing Loan Lender, any Lender or Issuer to demand compensation pursuant to this Section shall outline not constitute a waiver of such Person’s right to demand such compensation; provided that Borrowers shall not be required to compensate a Person pursuant to this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Person notifies Borrower Agent of the Change in reasonable detail Law giving rise to such increased costs or reductions, and of such Person’s intention to claim compensation therefor (except that, if the computation of any amounts claimed by it hereunder and Change in Law giving rise to such increased costs or reductions is retroactive, then the assumptions underlying such computation. No Lender six-month period referred to above shall be entitled extended to any compensation hereunder unless it shall have notified Borrowing Agent that it will demand compensation not later than 180 days after include the date on which the Lender becomes aware period of the nature and extent of the claimretroactive effect thereof).

Capital Adequacy. (a) In the event that Agent If any present or any Lender or any Issuer shall have determined that any future applicable law, ------- -------- governmental rule, regulation or regulation, policy, 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 Agent or any Lender or any Issuer (for purposes of this Section 3.9, the 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 request or directive regarding capital adequacy (whether or not having the force of law) or the interpretation thereof by a court or governmental authority with appropriate jurisdiction affects the amount of capital required or expected to be maintained by any Lender or any Agent, or any corporation controlling such Lender or such Agent, and such Lender or such Agent determines that the amount of capital required to be maintained by it is increased by or based upon such Lender's commitment to make, or maintenance of, Loans hereunder, then such Lender or such Agent may notify the Borrowers of such fact. To the extent that the costs of such increased capital requirements are not reflected in the Base Rate, the Borrowers and such Lender or such Agent shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrowers receive such notice, an adjustment payable hereunder that will adequately compensate such Lender or such Agent in light of these circumstances. If the Borrowers and such Lender or such Agent or any corporation controlling such Lender or such Agent are unable to agree to such adjustment within thirty (30) days of the date on which the Borrowers receive such notice, then commencing on the date of such notice (but not earlier than the effective date of any such authorityincreased capital requirement), central bank the fees payable hereunder shall increase by an amount that will, in such Lender's or comparable agencysuch Agent's reasonable determination, has provide adequate compensation to such Lender or would have the effect of reducing the rate of return on such Agent or any Lender’s capital as a consequence of its obligations hereunder to a level below that which Agent corporation controlling such Lender or such Lender could have achieved but for Agent, such adoption, change or compliance (taking into consideration Agent’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent or any Lender to be materialconsidered prima facie correct and binding, 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 applicable law, regulation or condition. (b) If any 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 Lender or such Agent shall outline allocate such cost increases among its customers in reasonable detail the computation good faith and on an equitable basis. The provisions of any amounts claimed by it hereunder and the assumptions underlying such computation. No Lender this (S)5.15 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 on which the Lender becomes aware survive repayment of the nature Obligations and extent termination of the claimthis Agreement.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines in good faith that (a) In the event that Agent adoption of or change in any Lender or any Issuer shall have determined that any applicable law, governmental rule, regulation regulation, policy, guideline or guideline directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any governmental authority, central bank or comparable agency charged a Governmental Authority with the interpretation or administration thereofappropriate jurisdiction, 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 term “Lender” shall include Agent, any Lender or any Issuer and any corporation or bank controlling Administrative 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 request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on Agent or any such Lender’s capital as a consequence of its obligations hereunder or the Administrative Agent’s commitment with respect to any Loans 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 Lender’s or the Administrative Agent’s and each Lender’s then existing policies with respect to capital adequacy) by an any amount deemed by Agent such Lender or any Lender (as the case may be) the Administrative Agent, in each case determined in good faith, to be material, then, from time to time, Borrowers shall pay upon demand to Agent or then such Lender or the Administrative Agent may notify the Borrower of such additional fact. To the extent that the amount or amounts as will compensate Agent or of such reduction in the return on capital is not reflected in the interest payable hereunder, the Borrower and such Lender for shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such reduction. In determining such amount or amountsnotice, Agent or an adjustment payable hereunder that will adequately compensate such Lender may use any reasonable averaging or attribution methodsin light of these circumstances. The protection of this Section 3.9 shall be available to Agent If the Borrower and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition. (b) If any 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 are unable to agree to such adjustment within thirty (30) days 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 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 becomes aware of the nature shall allocate such cost increases among its customers in good faith and extent of the claimon an equitable basis.

Capital Adequacy. (a) In If after the event that date of this Agreement, the Agent or any Lender or any Issuer shall have determined that any Change in Law has occurred, or that the adoption or effectiveness of any applicable law, rule, rule or regulation or guideline regarding capital adequacyadequacy of general applicability, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Agent or any Lender or any Issuer (for purposes of this Section 3.9, the 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 request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent the Agent's or any Lender’s 's capital as a consequence of its obligations hereunder to a level below that which the Agent or such Lender could have achieved but for such Change in Law or such adoption, change or compliance (taking into consideration the Agent’s and each 's or such Lender’s 's policies with respect to capital adequacy) by an amount deemed by the Agent or any such Lender to be material, then, then from time to time, Borrowers the Borrower shall pay upon demand to the Agent or such Lender such additional amount or amounts as will compensate the Agent or such Lender for such reduction. In determining . (b) A certificate of the Agent or such Lender setting forth such amount or amountsamounts as shall be necessary to compensate the Agent or such Lender as specified in Section 5.14(a) 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 shown as due on any such certificate within fourteen (14) Business Days after the Agent or such Lender delivers such certificate. In preparing such certificate, the Agent or such Lender may employ such assumptions and allocations of costs and expenses as it shall in good ▇▇▇▇▇ ▇▇▇▇ reasonable and may use any reasonable averaging or and attribution methodsmethod. The protection of this Section 3.9 3.8(b) hereof shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect apply to the applicable law, regulation or conditioncosts assessed under this Section. (b) If any 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In the event that Agent or any Lender or Lender, subsequent to the Closing Date, determines in the exercise of its reasonable business judgment that (x) any Issuer shall have determined that any change in applicable lawLaw, rule, regulation or guideline regarding capital adequacy, or any change therein, or (y) 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 (z) compliance by Agent or any such Lender or any Issuer (for purposes of this Section 3.9, the 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 new request or directive regarding capital adequacy (whether or not having the force of lawLaw) of any such authority, central bank or comparable agencyother governmental or regulatory authority, has or would have the effect of reducing the rate of return on Agent or any such Lender’s 's capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s and each such Lender’s 's policies with respect to capital adequacy) by an amount deemed material by Agent or any such Lender to be material, then, from time to timein the exercise of its reasonable business judgment, Borrowers shall agree to pay upon to such Lender, no later than five (5) days following demand to Agent or by such Lender Lender, such additional amount or amounts as will compensate Agent or such Lender for such reductionreduction in rate of return; provided that notwithstanding anything in this Agreement to the contrary, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a "change in applicable Law", regardless of the date enacted, adopted or issued. 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 3.6 shall be available to Agent and each any Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawLaw, regulation or condition. (b) If any 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 of a Lender setting forth such amount or amounts as shall be necessary to Borrowing Agent compensate such Lender with respect to this Section 3.6 and the calculation thereof, when delivered to the Borrowers, shall be conclusive and binding on Borrowers absent manifest error. Such Each Lender hereby agrees that the amounts set forth in such certificate shall outline reflect such Lender's reasonable allocation, in reasonable detail a nondiscriminatory manner among borrowers having obligations to such Lender similar to those of the computation Borrowers, of the aggregate of such cost increases or yield reductions resulting from any such change in applicable Law. In the event a Lender exercises its rights pursuant to this Section 3.6, and subsequent thereto reasonably determines that the amounts claimed paid by it hereunder and the assumptions underlying Borrowers exceeded the amount which such computation. No Lender actually required to compensate such Lender for any reduction in rate of return on its capital, such excess shall be entitled promptly returned to any compensation hereunder unless it shall have notified Borrowing Agent that it will demand compensation not later than 180 days after the date on which the Lender becomes aware of the nature and extent of the claimBorrowers by such Lender.

Capital Adequacy. (a) In If after the event that Agent or date of this Agreement, the Agent, any Lender or any Issuer the Issuing Bank shall have determined that the adoption or effectiveness of any applicable law, rule, rule or regulation or guideline regarding capital adequacyadequacy of general applicability, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender or any Issuer (for purposes of this Section 3.9, the 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 Issuing Bank with any request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent or the Agent's, any Lender’s 's or the Issuing Bank's capital as a consequence of its obligations hereunder to a level below that which Agent or the Agent, such Lender or the Issuing Bank could have achieved but for such adoption, change or compliance (taking into consideration the Agent’s and each 's, such Lender’s 's or the Issuing Bank's policies with respect to capital adequacy) by an amount deemed by Agent the Agent, such Lender or any Lender the Issuing Bank to be material, then, then from time to time, Borrowers the Borrower shall pay upon demand to Agent or the Agent, such Lender or the Issuing Bank such additional amount or amounts as will compensate the Agent or such Lender for such reduction. In determining . (b) A certificate of the Agent, such Lender or the Issuing Bank setting forth such amount or amountsamounts as shall be necessary to compensate the Agent, Agent or such Lender or the Issuing Bank as specified in Section 5.14(a) 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, such Lender or the 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 it shall in good faith deem reasonable and 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 applicable law, regulation or conditionattri▇▇▇▇▇▇ ▇▇▇hod. (b) If any 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In the event that Agent or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, Agent or any Lender or any Issuer and any corporation or bank controlling Agent or any Lender or any IssuerLender) and the office or branch where Agent or any Lender (as so defined) makes or maintains any Eurodollar Rate Loans Advances with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent or any Lender’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s and each Lender’s policies with respect to capital adequacy) by 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 applicable law, regulation Applicable Law or condition. (b) If any A certificate of Agent or such Lender becomes entitled setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent or such Lender with respect 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 ) hereof when delivered to Borrowing Agent shall be conclusive evidence absent manifest error. Such certificate . (c) Failure or delay on the part of Agent or any Lender to demand compensation pursuant to the foregoing provisions of this Section 3.9 shall outline in reasonable detail the computation not constitute a waiver of any amounts claimed by it hereunder and the assumptions underlying Agent’s or such computation. No Lender ▇▇▇▇▇▇’s right to demand such compensation, provided that no Credit Party shall be entitled required to compensate Agent or any compensation hereunder unless it shall have notified Lender pursuant to the foregoing provisions of this Section 3.9 for any reductions suffered more than six months prior to the date that Agent or such Lender notifies Borrowing Agent that it will demand compensation not later than 180 days after the date on which the Lender becomes aware of the nature circumstance giving rise to such reductions and extent of such ▇▇▇▇▇▇’s intention to claim compensation therefor (except that, if the claimcircumstance giving rise to such increased costs or reductions involves a change in law that is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. (a) In the event that Agent or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, Agent or any Lender or any Issuer and any corporation or bank controlling Agent or any Lender or any IssuerLender) and the office or branch where Agent or any Lender (as so defined) makes or maintains any Eurodollar Rate Loans Advances with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent or any Lender’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s and each Lender’s policies with respect to capital adequacy) by 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 applicable law, regulation Applicable Law or condition. (b) If any A certificate of Agent or such Lender becomes entitled setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent or such Lender with respect 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 ) hereof when delivered to Borrowing Agent shall be conclusive evidence absent manifest error. Such certificate . (c) Failure or delay on the part of Agent or any Lender to demand compensation pursuant to the foregoing provisions of this Section 3.9 shall outline in reasonable detail the computation not constitute a waiver of any amounts claimed by it hereunder and the assumptions underlying Agent’s or such computation. No Lender ▇▇▇▇▇▇’s right to demand such compensation, provided that no Credit Party shall be entitled required to compensate Agent or any compensation hereunder unless it shall have notified Lender pursuant to the foregoing provisions of this Section 3.9 for any reductions suffered more than six months prior to the date that Agent or such Lender notifies Borrowing Agent that it will demand compensation not later than 180 days after the date on which the Lender becomes aware of the nature circumstance giving rise to such reductions and extent of such Lender’s intention to claim compensation therefor (except that, if the claimcircumstance giving rise to such increased costs or reductions involves a change in law that is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. (a) In the event that Agent Agent, Swing Loan Lender or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding capital adequacyadequacy or liquidity, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent Agent, Swing Loan Lender, Issuer or any Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender or any Issuer and any corporation or bank controlling Agent Agent, Swing Loan Lender or any Lender or any Issuer) and the office or branch where Agent Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any Eurodollar LIBOR Rate Loans Loans) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent Agent, Swing Loan Lender or any Lender’s capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s, Swing Loan Lender’s and each Lender’s policies with respect to capital adequacyadequacy and liquidity) by an amount deemed by Agent Agent, Swing Loan Lender or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate Agent Agent, Swing Loan Lender or such Lender for such reduction. In determining such amount or amounts, Agent 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 Agent Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawApplicable Law, regulation rule, regulation, guideline or condition. (b) If any A certificate of Agent or such Lender becomes entitled setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent or such Lender with respect 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 ) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error. Such certificate shall outline in reasonable detail the computation of . (c) If Agent or any amounts claimed by it hereunder and the assumptions underlying Lender requests compensation under Section 3.7 or Section 3.9 or if Borrowers are required to pay any additional amount to Agent or any Lender pursuant to Section 3.7 or Section 3.9, then such computation. No Lender shall be entitled use reasonable efforts to designate a different lending office for funding or booking its Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of Agent or such Lender, such designation or assignment (i) would eliminate or reduce materially amounts payable pursuant to Section 3.7 or Section 3.9, as the case may be, in the future, (ii) would not subject Agent or such Lender to any compensation hereunder unless it shall have notified Borrowing unreimbursed cost or expense, (iii) would not require Agent that it will demand compensation or such Lender to take any action inconsistent with its internal policies or legal or regulatory restrictions, and (iv) would not later than 180 days after the date on which the Lender becomes aware of the nature and extent of the claimotherwise be disadvantageous to Agent or such Lender.

Capital Adequacy. (a) In If, after the event that Agent or date hereof, any Lender or any Issuer shall have determined that either (i) the adoption or implementation of any applicable law, rule, regulation or guideline of general applicability regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by Agent such Lender (or any Lender or any Issuer (for purposes lending office of this Section 3.9, the term “such 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 request or directive of general applicability regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent or any such Lender’s 's capital as a consequence of its or Borrower's obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, implementation, change or compliance (taking into consideration Agent’s and each such Lender’s 's policies with respect to capital adequacy) by an amount deemed by Agent or any such Lender to be material, then, then from time to time, Borrowers within ten (10) days after demand by such Lender, which demands shall include a calculation and a reference to the applicable law, rule or regulation, Borrower shall pay upon demand to Agent or such Lender such additional amount or of amounts as will adequately compensate Agent or such Lender for such reduction. Such Lender will use good faith and reasonable efforts to designate a different lending office for such Lender's Advances if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender. Each Lender shall notify the Agent and the Borrower of any event occurring after the date of this Agreement entitling such Lender to compensation under this Section 8.7 within 45 days, after such Lender obtains actual knowledge thereof; provided that if any Lender fails to give such notice within 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 8.7 in respect of any costs resulting from such event, only be entitled to payment for costs incurred from and after the date 45 days prior to the date that such Lender gives such notice. A certificate of such Lender claiming compensation under this Section 8.7 and setting forth the additional amount of amounts to be paid to it hereunder, together with the description of the manner in which such amounts have been calculated, shall be conclusive in the absence of manifest error. In determining such amount or amountsamount, Agent or such Lender may use any reasonable averaging or and 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 applicable law, regulation or condition. (b) If any 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In If after the event that date of this Agreement, the Agent or any Lender or any Issuer shall have determined that the adoption or effectiveness of any applicable law, rule, rule or regulation or guideline regarding capital adequacyadequacy of general applicability, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Agent or any Lender or any Issuer (for purposes of this Section 3.9, the 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 request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent the Agent's or any Lender’s 's capital as a consequence of its obligations hereunder to a level below that which the Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent’s and each 's or such Lender’s 's policies with respect to capital adequacy) by an amount deemed by the Agent or any such Lender to be material, then, then from time to time, Borrowers the Borrower shall pay upon demand to the Agent or such Lender such additional amount or amounts as will compensate the Agent or such Lender for such reduction. In determining . (b) A certificate of the Agent or such Lender setting forth such amount or amountsamounts as shall be necessary to compensate the Agent or such Lender as specified in SECTION 5.14(a) 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 shown as due on any such certificate within fourteen (14) Business Days after the Agent or such Lender delivers such certificate. In preparing such certificate, the Agent or such Lender may employ such assumptions and allocations of costs and expenses as it shall in good fait▇ ▇▇▇▇ ▇▇▇sonable and may use any reasonable averaging or and 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 applicable law, regulation or conditionmethod. (b) If any 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In the event that Agent or any Lender or any Issuer shall have reasonably determined that any applicable lawApplicable Law, rule, regulation or guideline regarding capital adequacy, or any change thereinChange in Law, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender or any Issuer (for purposes of this Section 3.93.5, the term “Lender” shall include Agent, Agent or any Lender or any Issuer and any corporation or bank controlling Agent or any Lender or any IssuerLender) and the office or branch where Agent or any Lender (as so defined) makes or maintains any Eurodollar Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent or any Lender’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent or any Lender to be material, then, from time to time, Borrowers Borrower 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 3.5 shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawApplicable Law, regulation or condition. (b) If any A certificate of Agent or such Lender becomes entitled setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent or such Lender with respect 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 3.5(a) when delivered to any additional amounts payable pursuant hereto submitted by a Lender to Borrowing Agent Borrower shall be conclusive absent manifest error. Such certificate shall outline in reasonable detail . (c) Failure or delay on the computation part of Agent or 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 pursuant to the foregoing provisions of this Section 3.5 shall not later than 180 days after the date on which the Lender becomes aware constitute a waiver of the nature and extent of the claimAgent’s or such Lender’s right to demand such compensation.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) In the event that Agent adoption of or change in any Lender or any Issuer shall have determined that any applicable law, governmental rule, regulation regulation, policy, guideline or guideline directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any governmental authority, central bank or comparable agency charged a Governmental Authority with the interpretation or administration thereofappropriate jurisdiction, 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 term “Lender” shall include Agent, any Lender or any Issuer and any corporation or bank controlling Administrative 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 request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on Agent such Lender's or the Administrative Agent's commitment with respect to any Lender’s capital as a consequence of its obligations hereunder Loans 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 Lender's or the Administrative Agent’s and each Lender’s 's then existing policies with respect to capital adequacyadequacy and assuming full utilization of such entity's capital) by an any amount deemed by such Lender or (as the case may be) the Administrative Agent or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent or then such Lender or the Administrative Agent may notify the Borrowers of such additional fact. To the extent that the amount or amounts as will compensate Agent or of such reduction in the return on capital is not reflected in the Base Rate, the Borrowers and such Lender for shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrowers receive such reduction. In determining such amount or amountsnotice, Agent or an adjustment payable hereunder that will adequately compensate such Lender may use any reasonable averaging or attribution methodsin light of these circumstances. The protection of this Section 3.9 shall be available to Agent If the Borrowers and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition. (b) If any 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 are unable to agree to such adjustment within thirty (30) days 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 on which the Borrowers receive such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in such Lender's reasonable determination, provide adequate compensation. Each Lender becomes aware of the nature shall allocate such cost increases among its customers in good faith and extent of the claimon an equitable basis.

Capital Adequacy. (a) In the event that Agent or any Lender or any Issuer shall have determined that any applicable lawChange in Law, rule, regulation or any change in any guideline regarding capital adequacy, or any change therein, adequacy or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender or any Issuer (for purposes of this Section 3.93.7, the term “Lender” shall include Agent, Agent or 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 LIBOR Rate Loans Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent Agent’s or any Lender’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s and each such Lender’s policies with respect DB1/ 123142411.13 to capital adequacy) by 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 3.7 shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawApplicable Law, regulation rule, regulation, guideline or condition. (b) If any A certificate of Agent or such Lender becomes entitled setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent or such Lender with respect 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 3.7(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error. Such certificate Failure or delay on the part of Agent or any Lender to demand compensation pursuant to this Section shall outline not constitute a waiver of the right of Agent or any Lender to demand such compensation; provided that Borrowers shall not be required to compensate Agent or any Lender pursuant to this Section for any reductions in reasonable detail return incurred more than 270 days prior to the computation date that Agent or such Lender notifies Borrowing Agent of such law, rule, regulation or guideline giving rise to such reductions and of the intention of Agent or such Lender to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any amounts claimed by it hereunder and law, rule, regulation or guideline that is retroactive, then the assumptions underlying such computation. No Lender 270 day period referred to above shall be entitled extended to any compensation hereunder unless it shall have notified Borrowing Agent that it will demand compensation not later than 180 days after include the date on which the Lender becomes aware period of the nature and extent of the claimretroactive effect thereof.

Capital Adequacy. (a) In the event that Agent Agent, Swing Loan Lender or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent Agent, Swing Loan Lender, Issuer or any Lender or any Issuer (for purposes of this Section 3.9, the term “"Lender” " shall include Agent, Swing Loan Lender, Issuer or any Lender or any Issuer and any corporation or bank controlling Agent Agent, Swing Loan Lender or any Lender or any Issuer) and the office or branch where Agent Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any Eurodollar Term SOFR Rate Loans Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent Agent, Swing Loan Lender or any Lender’s 's capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s 's, Swing Loan Lender's and each Lender’s 's policies with respect to capital adequacy) by an amount deemed by Agent Agent, Swing Loan Lender or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate Agent Agent, Swing Loan Lender or such Lender for such reduction. In determining such amount or amounts, Agent Agent, Swing Loan Lender or such Lender may use any 268323208 reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to Agent Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawApplicable Law, regulation rule, regulation, guideline or condition. (b) If any A certificate of Agent, Swing Loan Lender becomes entitled or such Lender setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent, Swing Loan Lender or such Lender with respect 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 ) hereof when delivered 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In the event that Agent Agent, Swing Loan Lender or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent Agent, Swing Loan Lender, Issuer or any Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender or any Issuer and any corporation or bank controlling Agent Agent, Swing Loan Lender or any Lender or any Issuer) and the office or branch where Agent Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any Eurodollar LIBOR Rate Loans Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent Agent, Swing Loan Lender or any Lender’s capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s, Swing Loan Lender’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent Agent, Swing Loan Lender or any Lender to be material, then, from time to time, Borrowers Loan Parties shall pay upon demand to Agent Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate Agent Agent, Swing Loan Lender or such Lender for such reduction. In determining such amount or amounts, Agent 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 Agent Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawApplicable Law, regulation rule, regulation, guideline or condition. (b) If any A certificate of Agent, Swing Loan Lender becomes entitled or such Lender setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent, Swing Loan Lender or such Lender with respect 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 ) hereof when delivered 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In the event that Agent Agent, Swing Loan Lender or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding liquidity or capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent Agent, Swing Loan Lender, Issuer or any Lender or any Issuer (for purposes of this Section 3.9, the term “"Lender” " shall include Agent, Swing Loan Lender, Issuer or any Lender or any Issuer and any corporation or bank controlling Agent , Swing Loan Lender or any Lender or any Issuer) and the office or branch where Agent , Swing Loan Lender or any Lender (as so defined) makes or maintains any Eurodollar Term SOFR Rate Loans Loans) with any request or directive regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent Agent, Swing Loan Lender or any Lender’s 's capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent , Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s 's, Swing Loan Lender's and each Lender’s 's policies with respect to liquidity or capital adequacy) by an amount deemed by Agent Agent, Swing Loan Lender or any Lender to be material, then, from time to time, Borrowers shall pay upon demand pay, within ten (10) days after receipt of a certificate pursuant to Agent Section 3.9(b), to Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate Agent Agent, Swing Loan Lender or such Lender for such reduction. In determining such amount or amounts, Agent 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 Agent Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawApplicable Law, regulation rule, regulation, guideline or condition. (b) If any A certificate of Agent, Swing Loan Lender becomes entitled or such Lender setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent , Swing Loan Lender or such Lender with respect 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 ) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error. Such certificate . (c) Failure or delay on the part of Agent, Swing Loan Lender or such Lender to demand compensation pursuant to this Section shall outline not constitute a waiver of Agent’s, Swing Loan Lender’s or such Lender’s right to demand such compensation; provided that the Borrowers shall not be required to compensate Agent, Swing Loan Lender or such Lender pursuant to this Section for any increased costs incurred or reductions suffered more than one hundred eighty (180) days prior to the date that Agent, Swing Loan Lender or such Lender, as the case may be, notifies the Borrowers of the event or Change in reasonable detail Law giving rise to such increased costs or reductions, and of such Agent’s, Swing Loan Lender’s or such Lender’s intention to claim compensation therefor (except that, if the computation of any amounts claimed by it hereunder and Change in Law giving rise to such increased costs or reductions is retroactive, then the assumptions underlying such computation. No Lender one hundred eighty (180) day period referred to above shall be entitled extended to any compensation hereunder unless it shall have notified Borrowing Agent that it will demand compensation not later than 180 days after include the date on which the Lender becomes aware period of the nature and extent of the claimretroactive effect thereof).

Capital Adequacy. (a) In the event that Agent or If any Lender or any Issuer shall have determined Participant in the Loan determines that compliance with any applicable law, rule, law or regulation or with any guideline regarding capital adequacy, or request from 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 Agent or any Lender or any Issuer (for purposes of this Section 3.9, the 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 request or directive regarding capital adequacy other Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or such Participant, or any corporation controlling such Lender or such Participant, as a consequence of, or with reference to, such Lender’s or such Participant’s or such corporation’s Commitment or its making or maintaining loans below the rate which such Lender or such Participant or such corporation controlling such Lender or such Participant could have achieved but for such compliance (taking into account the policies of such Lender or such Participant or corporation with regard to capital), then the Borrower shall, from time to time, within thirty (30) calendar days after written demand by such Lender or such Participant, pay to such Lender or such Participant additional amounts sufficient to compensate such Lender or such Participant or such corporation controlling such Lender or such Participant to the extent that such Lender or such Participant determines such increase in capital is allocable to such Lender’s or such Participant’s obligations hereunder. (b) In addition to, and not in limitation of the immediately preceding clause (a), Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its calculation of Effective Rates hereunder with reference to the LIBO Rate or its obligation to calculate Effective Rates hereunder with reference to the LIBO Rate, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents as a result of the Effective Rates under this Agreement being calculated with reference to the LIBO Rate or such obligation or the maintenance by such Lender of capital in respect of its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such authorityLender under this Agreement or any of the other Loan Documents in respect of any of amounts outstanding hereunder which are accruing interest at an Effective Rate calculated with reference to the LIBO Rate or its Commitments (other than taxes imposed on or measured by the overall net income of such Lender or of its Lending Office for any loans made upon which interest is calculated with reference to the LIBO Rate by the jurisdiction in which such Lender has its principal office or such Lending Office), central bank or comparable agency(ii) imposes or modifies any reserve, special deposit or similar requirements (including without limitation, Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which Effective Rates calculated with reference to the LIBO Rate are determined) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder) or (iii) has or would have the effect of reducing the rate of return on Agent or any Lender’s capital as a consequence of its obligations hereunder such Lender to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance Regulatory Change (taking into consideration Agent’s and each such Lender’s policies with respect to capital adequacy). (c) Without limiting the effect of the provisions of the immediately preceding subsection (a) and (b), if by an amount deemed by Agent or reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender that includes deposits by reference to be materialwhich Effective Rates are calculated with reference to the LIBO Rate as provided in this Agreement or a category of extensions of credit or other assets of such Lender that includes interest rates calculated with reference to the LIBO Rate or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, from time if such Lender so elects by notice to timeBorrower (with a copy to the Administrative Agent), Borrowers the obligation of such Lender to make or continue advances on which interest is calculated with reference to the LIBO Rate, or to convert an advance on which the interest rate is calculated with reference to the Federal Funds Rate into an advance on which the Effective Rate is calculated with reference to the LIBO Rate shall pay upon demand be suspended until such Regulatory Change ceases to Agent be in effect (in which case the provisions of Section 2.7(e)(i)(B) shall apply). (d) Each of Administrative Agent, each Lender and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Effective Date entitling Administrative Agent, such Lender 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 Participant to compensation under any reasonable averaging or attribution methods. The protection of the preceding subsections of this Section 3.9 as promptly as practicable; provided, however, that the failure of Administrative Agent, any Lender or any Participant to give such notice shall be available to Agent not release Borrower from any of its obligations hereunder. Administrative Agent, each Lender and each Lender regardless Participant, as the case may be, agrees to furnish to Borrower a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by Administrative Agent, such Lender, or such Participant, as the case may be, of the effect of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition. (b) If any 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 Regulatory Change shall be conclusive and binding for all purposes, 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In the event that Agent If Agent, Swing Loan Lender, Issuer or any Lender or any Issuer shall have determined determines that 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 Agent or any Applicable Law affecting such Lender or any Issuer (for purposes lending office of this Section 3.9, the term “Lender” shall include Agent, any Swing Loan Lender, Issuer or such Lender or any Issuer and any corporation Agent’s, Swing Loan Lender’s, Issuer’s 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 request or directive such Lender’s holding company, if any, regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyliquidity requirements, has or would have the effect of reducing the rate of return on Agent Agent’s, Swing Loan Lender’s, Issuer’s or any such Lender’s capital or on the capital of Agent’s, Swing Loan Lender’s, Issuer’s or such Lender’s holding company, if any, as a consequence of its obligations hereunder this Agreement, the commitments of Agent, Swing Loan Lender, Issuer or such Lender or the Advances made by, or participations in Letters of Credit or Swing Loans held by, Agent, Swing Loan Lender, or such Lender, or the Letters of Credit issued by Issuer, to a level below that which Agent Agent, Swing Loan Lender, Issuer or such Lender or such Lender’s holding company could have achieved but for such adoption, change or compliance in such Applicable Law (taking into consideration Agent’s and each such Lender’s policies and the policies of Agent’s, Swing Loan Lender’s, Issuer’s or such Lender’s holding company with respect to capital adequacy) by an amount deemed by Agent or any Lender to be material), then, then from time to timetime the Borrower will pay to such Person, Borrowers shall pay upon demand to Agent or such Lender such additional amount or amounts as will compensate Agent such Person or such Lender Person’s holding company for any 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 applicable law, regulation or conditionreduction suffered. (b) If For purposes of this Agreement, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, or directives thereunder or issued in connection therewith, and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any Lender becomes entitled to claim any compensation successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Section 3.9(a)Basel III, it shall notify Borrowing Agent thereof within 180 days after such Lender becomes aware in each case be deemed to be a change in any Applicable Law, regardless of the nature and extent of such claim and shall notify Agent thereof. date enacted, adopted or issued. (c) A certificate as to any additional amounts payable pursuant hereto to this Section 3.9 submitted by a Lender any applicable Person to the Borrowing Agent (with a copy to the Agent) shall be conclusive absent in the absence of manifest error. Such The Borrower shall pay such Person the amount shown as due on any such certificate within 10 days after receipt thereof. Failure or delay on the part of Agent, Swing Loan Lender, Issuer or any Lender to demand compensation pursuant to this Section 3.9 shall outline not constitute a waiver of such Person’s right to demand such compensation. Notwithstanding anything to the contrary in reasonable detail this Section 3.9, the computation of Borrower shall not be required to compensate any applicable Person pursuant to this Section 3.9 for any amounts claimed by it hereunder incurred more than nine months prior to the date that such Person notifies the Borrowing Agent of such Person’s intention to claim compensation therefor; provided that if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrower arising pursuant to this Section 3.9 shall survive the termination of the Commitments, the termination of this Agreement, the repayment of all Obligations 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 on which the Lender becomes aware resignation of the nature and extent of the claimAgent.

Capital Adequacy. (a) In the event that Agent or If any Lender or any LC Issuer shall have determined that determined, after the Closing Date, any applicable law, rule, regulation or guideline Change in Law regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof adequacy by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender or any Issuer (for purposes of this Section 3.9, the 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 definedor its lending office) makes or maintains any Eurodollar Rate Loans LC Issuer with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent such Lender's or any Lender’s LC Issuer's capital (or the capital of its respective holding company) as a consequence of its obligations hereunder to a level below that which Agent or such Lender or LC Issuer (or its respective holding company) could have achieved but for such adoption, change or compliance (taking into consideration Agent’s and each such Lender’s 's or LC Issuer's, as applicable, policies or the policies of its holding company with respect to capital adequacy) by an amount deemed by Agent such Lender or any Lender LC Issuer, as applicable, to be material, then, then from time to time, Borrowers within 15 days after demand by such Lender or LC Issuer, as applicable (with a copy to Agent), Borrower shall pay upon demand to Agent or such Lender or LC Issuer, as applicable, such additional amount or amounts as will shall compensate Agent or such Lender or LC Issuer, as applicable (or its holding company) for such reduction. Each Lender or LC Issuer shall designate a different lending office (or, with respect to the LC Issuer, a different branch or affiliate) if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuer, as applicable, be otherwise disadvantageous to such Lender or the LC Issuer. A certificate of any Lender or LC Issuer, as applicable, claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount or amountsamount, Agent or such Lender or LC Issuer, as applicable, may use any reasonable averaging or and attribution methods. Failure on the part of any Lender or LC Issuer to demand compensation for any reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or LC Issuer's rights to demand compensation for any reduction in return on capital in such period or in any other period. The protection of this Section 3.9 shall be available to Agent each Lender and each Lender LC Issuer regardless of any possible contention of the invalidity or inapplicability with respect to of the applicable law, regulation or condition. (b) If any 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 other condition that shall have notified Borrowing Agent that it will demand compensation not later than 180 days after the date on which the Lender becomes aware of the nature and extent of the claimbeen imposed.

Capital Adequacy. (a) In the event that Agent or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding capital adequacyadequacy or liquidity, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent Agent, Issuer or any Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, Issuer or 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 LIBOR Rate Loans Loans) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent or any Lender’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s and each Lender’s policies with respect to capital adequacyadequacy and liquidity) by 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 applicable lawApplicable Law, regulation rule, regulation, guideline or condition. (b) If any A certificate of Agent or such Lender becomes entitled setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent or such Lender with respect 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 ) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error. Such certificate shall outline in reasonable detail the computation of . (c) If Agent or any amounts claimed by it hereunder and the assumptions underlying Lender requests compensation under Section 3.7 or Section 3.9 or if Borrowers are required to pay any additional amount to Agent or any Lender pursuant to Section 3.7 or Section 3.9, then such computation. No Lender shall be entitled use reasonable efforts to designate a different lending office for funding or booking its Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of Agent or such Lender, such designation or assignment (i) would eliminate or reduce materially amounts payable pursuant to Section 3.7 or Section 3.9, as the case may be, in the future, (ii) would not subject Agent or such Lender to any compensation hereunder unless it shall have notified Borrowing unreimbursed cost or expense, (iii) would not require Agent that it will demand compensation or such Lender to take any action inconsistent with its internal policies or legal or regulatory restrictions, and (iv) would not later than 180 days after the date on which the Lender becomes aware of the nature and extent of the claimotherwise be disadvantageous to Agent or such Lender.

Capital Adequacy. (a) In the event that Agent Agent, Swing Loan Lender or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent Agent, Swing Loan Lender, Issuer or any Lender or any Issuer (for purposes of this Section 3.9, the term “"Lender” " shall include Agent, Swing Loan Lender, Issuer or any Lender or any Issuer and any corporation or bank controlling Agent Agent, Swing Loan Lender or any Lender or any Issuer) and the office or branch where Agent Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any Eurodollar Term SOFR Rate Loans Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent Agent, Swing Loan Lender or any Lender’s 's capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s 's, Swing Loan Lender's and each Lender’s 's policies with respect to capital adequacy) by an amount deemed by Agent Agent, Swing Loan Lender or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate Agent Agent, Swing Loan Lender or such Lender for such reduction. In determining such amount or amounts, Agent 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 Agent Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawApplicable Law, regulation rule, regulation, guideline or condition. (b) If any A certificate of Agent, Swing Loan Lender becomes entitled or such Lender setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent, Swing Loan Lender or such Lender with respect 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 ) hereof when delivered 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In the event that Agent or Agent, any Lender or any Issuer shall have determined that 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 authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or Agent, any Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, any Lender or any Issuer and any corporation or bank controlling Agent or Agent, any Lender or any Issuer) and the office or branch where Agent or Agent, any Lender or Issuer (as so defined) makes or maintains any Eurodollar Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent or Agent’s, any Lender’s or Issuer’s capital as a consequence of its obligations hereunder to a level below that which Agent or Agent, such Lender or Issuer could have achieved but for such adoption, change or compliance (taking into consideration Agent’s, each Lender’s and each LenderIssuer’s policies with respect to capital adequacy) by an amount deemed by Agent or Agent, any Lender or Issuer to be material, then, from time to time, Borrowers shall pay upon demand to Agent or Agent, such Lender or Issuer such additional amount or amounts as will compensate Agent or Agent, such Lender or Issuer for such reduction. In determining such amount or amounts, Agent or Agent, such Lender or Issuer may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to Agent and Agent, each Lender and Issuer regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition. Any such demand shall include a brief summary of the basis for such demand. (b) If any A certificate of Agent, such Lender becomes entitled or Issuer setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent, such Lender or Issuer with respect 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 ) hereof when delivered 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In the event that Agent Agent, Swing Loan Lender or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent Agent, Swing Loan Lender, Issuer or any Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender or any Issuer and any corporation or bank controlling Agent Agent, Swing Loan Lender or any Lender or any Issuer) and the office or branch where Agent Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any Eurodollar Term SOFR Rate Loans or CDOR Rate Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent Agent, Swing Loan Lender or any Lender’s capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s, Swing Loan Lender’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent Agent, Swing Loan Lender or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate Agent Agent, Swing Loan Lender or such Lender for such reduction. In determining such amount or amounts, Agent 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 Agent Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawApplicable Law, regulation rule, regulation, guideline or condition. (b) If any A certificate of Agent, Swing Loan Lender becomes entitled or such Lender setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent, Swing Loan Lender or such Lender with respect 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 ) hereof when delivered 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In the event that Agent or Agent, Swing Loan Lender, any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent Agent, Swing Loan Lender, Issuer or any Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender or any Issuer and any corporation or bank controlling Agent or Agent, Swing Loan Lender, any Lender or any Issuer) and the office or branch where Agent or Agent, Swing Loan Lender, any Lender (as so defined) makes or maintains any Eurodollar LIBOR Rate Loans Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent or Agent, Swing Loan Lender, any Lender’s capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent or Agent, Swing Loan Lender, such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s, Swing Loan Lender’s, such Issuer’s and each such Lender’s policies with respect to capital adequacy) by an amount deemed by Agent or Agent, Swing Loan Lender, any Lender Lender, any Issuer to be material, then, from time to time, Borrowers shall pay upon pay, within ten (10) days of receiving a reasonably detailed written demand therefor, to Agent Agent, Swing Loan Lender, such Issuer or such Lender such additional amount or amounts as will compensate Agent Agent, Swing Loan Lender, such Issuer or such Lender for such reduction. In determining such amount or amounts, Agent Agent, Swing Loan Lender, such Issuer or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to Agent Agent, Swing Loan Lender, each Issuer and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawApplicable Law, regulation rule, regulation, guideline or condition. (b) If any A certificate of Agent, Swing Loan Lender, such Issuer or such Lender becomes entitled setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent, Swing Loan Lender, such Issuer or such Lender with respect 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 ) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error. Such certificate . (c) Each Lender shall outline in reasonable detail the computation give prompt notice to Borrowers of any claim for additional amounts claimed by it hereunder pursuant to this Section 3.9; provided, that any failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 3.9 shall not constitute a waiver of such Lender's right to demand such compensation; provided further that the Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 3.9 for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender notifies the Borrowers of the Change in Law or other circumstance giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor (except that, if the assumptions underlying Change in Law giving rise to such computation. No Lender increased costs or reductions is retroactive, the six month period referred to above shall be entitled extended to any compensation hereunder unless it shall have notified Borrowing Agent that it will demand compensation not later than 180 days after include the date on which the Lender becomes aware period of the nature and extent of the claimretroactive effect thereof).

Capital Adequacy. (a) In the event that Agent Agent, Swing Loan Lender or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent Agent, Swing Loan Lender, Issuer or any Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender or any Issuer and any corporation or bank controlling Agent Agent, Swing Loan Lender or any Lender or any Issuer) and the office or branch where Agent Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any Eurodollar LIBOR Rate Loans Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent Agent, Swing Loan Lender or any Lender’s capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s, Swing Loan Lender’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent Agent, Swing Loan Lender or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate Agent Agent, Swing Loan Lender or such Lender for such reduction. In determining such amount or amounts, Agent Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 3.9(a) shall be available to Agent Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawApplicable Law, regulation rule, regulation, guideline or condition; provided that Borrowers and Guarantors shall not be under any obligation to compensate Agent, Swing Loan Lender, Issuer or any Lender under this Section 3.9(a) with respect to increased costs or reductions with respect to any period prior to the date that is one hundred eighty (180) days prior to such request; provided, further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any event described in the first sentence of this Section 3.9(a). (b) If any A certificate of Agent, Swing Loan Lender becomes entitled or such Lender setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent, Swing Loan Lender or such Lender with respect 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 ) hereof when delivered 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In the event that Administrative Agent or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Administrative Agent or any Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, Administrative Agent or any Lender or any Issuer and any corporation or bank controlling Administrative Agent or any Lender or any Issuer) and the office or branch where Administrative Agent or any Lender (as so defined) makes or maintains any Eurodollar LIBOR Rate Loans Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Administrative Agent or any Lender’s capital as a consequence of its obligations hereunder to a level below that which Administrative Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Administrative Agent’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Administrative Agent or any Lender to be material, then, from time to time, Borrowers Borrower shall pay upon demand to Administrative Agent or such Lender such additional amount or amounts as will compensate Administrative Agent or such Lender for such reduction. In determining such amount or amounts, Administrative Agent or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to Administrative Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawApplicable Law, regulation rule, regulation, guideline or condition. (b) If any A certificate of Administrative Agent or such Lender becomes entitled setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Administrative Agent or such Lender with respect 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 ) hereof when delivered to any additional amounts payable pursuant hereto submitted by a Lender to Borrowing Agent Borrower 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In the event that Agent Agent, Swing Loan Lender or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding liquidity or capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent Agent, Swing Loan Lender, Issuer or any Lender or any Issuer (for purposes of this Section 3.9, the term “"Lender” " shall include Agent, Swing Loan Lender, Issuer or any Lender or any Issuer and any corporation or bank controlling Agent , Swing Loan Lender or any Lender or any Issuer) and the office or branch where Agent , Swing Loan Lender or any Lender (as so defined) makes or maintains any Eurodollar LIBOR Rate Loans Loans) with any request or directive regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent Agent, Swing Loan Lender or any Lender’s 's capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent , Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s 's, Swing Loan Lender's and each Lender’s 's policies with respect to liquidity or capital adequacy) by an amount deemed by Agent Agent, Swing Loan Lender or any Lender to be material, then, from time to time, Borrowers shall pay upon demand pay, within ten (10) days after receipt of a certificate pursuant to Agent Section 3.9(b), to Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate Agent Agent, Swing Loan Lender or such Lender for such reduction. In determining such amount or amounts, Agent 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 Agent Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawApplicable Law, regulation rule, regulation, guideline or condition. (b) If any A certificate of Agent, Swing Loan Lender becomes entitled or such Lender setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent , Swing Loan Lender or such Lender with respect 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 ) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error. Such certificate . (c) Failure or delay on the part of Agent, Swing Loan Lender or such Lender to demand compensation pursuant to this Section shall outline not constitute a waiver of Agent’s, Swing Loan Lender’s or such Lender’s right to demand such compensation; provided that the Borrowers shall not be required to compensate Agent, Swing Loan Lender or such Lender pursuant to this Section for any increased costs incurred or reductions suffered more than one hundred eighty (180) days prior to the date that Agent, Swing Loan Lender or such Lender, as the case may be, notifies the Borrowers of the event or Change in reasonable detail Law giving rise to such increased costs or reductions, and of such Agent’s, Swing Loan Lender’s or such Lender’s intention to claim compensation therefor (except that, if the computation of any amounts claimed by it hereunder and Change in Law giving rise to such increased costs or reductions is retroactive, then the assumptions underlying such computation. No Lender one hundred eighty (180) day period referred to above shall be entitled extended to any compensation hereunder unless it shall have notified Borrowing Agent that it will demand compensation not later than 180 days after include the date on which the Lender becomes aware period of the nature and extent of the claimretroactive effect thereof).

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) In the event that Agent adoption of or change in any Lender or any Issuer shall have determined that any applicable law, governmental rule, regulation regulation, policy, guideline or guideline directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any governmental authority, central bank or comparable agency charged a Governmental Authority with the interpretation or administration thereofappropriate jurisdiction, 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 term “Lender” shall include Agent, any Lender or any Issuer and any corporation or bank controlling Administrative 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 request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on Agent such Lender's or the Administrative Agent's commitment with respect to any Lender’s capital as a consequence of its obligations hereunder Loans 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 Lender's or the Administrative Agent’s and each Lender’s 's then existing policies with respect to capital adequacyadequacy and assuming full utilization of such entity's capital) by an any amount deemed by such Lender or (as the case may be) the Administrative Agent or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent or then such Lender or the Administrative Agent may notify the Borrowers of such additional fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate or amounts as will compensate Agent or LIBOR Rate, the Borrowers agree to pay such Lender or (as the case may be) the Administrative Agent for the amount of such reduction. In determining reduction in the return on capital as and when such amount or amounts, Agent or reduction is determined upon presentation by such Lender or (as the case may use any reasonable averaging be) the Administrative Agent of a certificate in accordance with Section 5.8 hereof. Such Lender or attribution methods(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 protection 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 no Borrower shall be under any obligation to compensate any Lender under this Section 3.9 shall be available to Agent and each Lender regardless of 5.7 for any possible contention of invalidity or inapplicability reductions with respect to any period prior to the applicable law, regulation or condition. (b) If any Lender becomes entitled date that is 120 days prior to claim any compensation pursuant to Section 3.9(a), it shall notify Borrowing Agent thereof within 180 days after such request if such Lender becomes aware knew of the nature circumstances giving rise to such reductions and extent of the fact that such circumstances would result in a claim for increased compensation by reason 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 on which the Lender becomes aware of the nature and extent of the claimreductions.

Capital Adequacy. (a) In If after the event that date of this Agreement, the ---------------- Agent or any Lender or any Issuer shall have determined that the adoption or effectiveness of any applicable law, rule, rule or regulation or guideline regarding capital adequacyadequacy of general applicability, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Agent or any Lender or any Issuer (for purposes of this Section 3.9, the 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 request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent the Agent's or any Lender’s 's capital as a consequence of its obligations hereunder to a level below that which the Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent’s and each 's or such Lender’s 's policies with respect to capital adequacy) by an amount deemed by the Agent or any such Lender to be material, then, then from time to time, Borrowers the Borrower shall pay upon demand to the Agent or such Lender such additional amount or amounts as will compensate the Agent or such Lender for such reduction. In determining . (b) A certificate of the Agent or such Lender setting forth such amount or amountsamounts as shall be necessary to compensate the Agent or such Lender as specified in Section 5.14(a) 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 shown as due on any such certificate within fourteen (14) Business Days after the Agent or such Lender delivers such certificate. In preparing such certificate, the Agent or such Lender may employ such assumptions and allocations of costs and expenses as it shall in good ▇▇▇▇▇ ▇▇▇▇ reasonable and may use any reasonable averaging or and 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 applicable law, regulation or conditionmethod. (b) If any 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In the event that Agent Agent, Swing Loan Lender, Issuer, or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent Agent, Swing Loan Lender, Issuer, or any Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer, or any Lender or any Issuer and any corporation or bank controlling Agent Agent, Swing Loan Lender or any Lender or any Issuer) and the office or branch where Agent Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any Eurodollar LIBORTerm SOFR Rate Loans Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent Agent’s, Swing Loan Lender’s, Issuer’s, or any Lender’s capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent Agent, Swing Loan Lender, Issuer, or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s, Swing Loan Lender’s, Issuer’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent Agent, Swing Loan Lender, Issuer, or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent Agent, Swing Loan Lender, Issuer, or such Lender such additional amount or amounts as will compensate Agent Agent, Swing Loan Lender, Issuer, or such Lender for such reduction. In determining such amount or amounts, Agent Agent, Swing Loan Lender, Issuer, or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to Agent Agent, Swing Loan Lender, Issuer, and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawApplicable Law, regulation rule, regulation, guideline or condition. (b) If any A certificate of Agent, Swing Loan Lender, Issuer, or such Lender becomes entitled setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent, Swing Loan Lender, Issuer, or such Lender with respect 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 ) hereof when delivered 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In the event that Agent or any Lender or any Issuer Noteholder shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding capital adequacyadequacy or liquidity, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender or any Issuer Noteholder (for purposes of this Section 3.93.6, the term “LenderNoteholder” shall include Agent, any Lender or any Issuer Noteholder and any corporation or bank controlling Agent or any Lender or any IssuerNoteholder) and the office or branch where Agent or any Lender (as so defined) makes or maintains any Eurodollar Rate Loans with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent or any LenderNoteholder’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender Noteholder could have achieved but for such adoption, change or compliance (taking into consideration Agent’s and each LenderNoteholder’s policies with respect to capital adequacyadequacy and liquidity) by an amount deemed by Agent or any Lender Noteholder to be material, then, from time to time, Borrowers Issuers shall pay upon demand to Agent or such Lender Noteholder such additional amount or amounts as will compensate Agent or such Lender Noteholder for such reduction. In determining such amount or amounts, Agent or such Lender Noteholder may use any reasonable averaging or attribution methods. The protection of this Section 3.9 3.6 shall be available to Agent and each Lender Noteholder regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawApplicable Law, regulation rule, regulation, guideline or condition. (b) If any Lender becomes entitled A certificate of such Noteholder setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate such Noteholder with respect 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 3.6(a) hereof when delivered to any additional amounts payable pursuant hereto submitted by a Lender to Borrowing Agent Issuer Representative shall be conclusive absent manifest error. Such certificate shall outline in reasonable detail the computation of . (c) If any amounts claimed by it hereunder and the assumptions underlying such computation. No Lender shall be entitled Noteholder requests compensation under Section 3.5 or Section 3.6 or if Issuers are required to pay any additional amount to any compensation Noteholder pursuant to Section 3.5 or Section 3.6, then such Noteholder shall use reasonable efforts to designate a different Funding Office for funding or booking its Notes hereunder unless it shall have notified Borrowing Agent that it will demand compensation or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Noteholder, such designation or assignment (i) would eliminate or reduce materially amounts payable pursuant to Section 3.5 or Section 3.6, as the case may be, in the future, (ii) would not later than 180 days after the date on which the Lender becomes aware of the nature subject such Noteholder to any unreimbursed cost or expense, (iii) would not require such Noteholder to take any action inconsistent with its internal policies or legal or regulatory restrictions, and extent of the claim(iv) would not otherwise be disadvantageous to such Noteholder.

Capital Adequacy. If at any time any Lender or Tranche B Investor determines that (a) In the event that Agent introduction of, or any Lender change in or in the interpretation of, any Issuer shall have determined that law, treaty or governmental rule, regulation or order after the date of this Agreement regarding capital adequacy, (b) compliance with any applicable such law, treaty, rule, regulation or order or (c) compliance with any guideline regarding capital adequacy, or request or directive from 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 Agent or any Lender or any Issuer (for purposes of this Section 3.9, the 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 request or directive regarding capital adequacy other Governmental Authority (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would shall have the effect of reducing the rate of return on Agent 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 hereunder, in respect of the Credit-Linked Deposits or under or in respect of any Letter of Credit to a level below that which Agent such Lender, Tranche B Investor or such Lender corporation could have achieved but for such adoption, change change, compliance or compliance (taking into consideration Agent’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent or any Lender to be materialinterpretation, then, upon demand from time to time by such Lender or, through the Fronting Lender, such Tranche B Investor (with a copy of such demand to the Administrative Agent and, in the case of a Tranche B Investor, the Fronting Lender), the Borrower shall pay to the Administrative Agent for the account of such Lender or, in the case of a Tranche B Investor, the Fronting Lender, from time to time, Borrowers shall pay upon demand to Agent or time as specified by such Lender such or Tranche B Investor, additional amount or amounts as will sufficient to compensate Agent or such Lender or Tranche B Investor 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 applicable law, regulation or condition. (b) If any 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 such amounts payable pursuant hereto 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 by a such Lender to Borrowing Agent or Tranche B Investor and shall be conclusive and binding for all purposes absent manifest error. Such Notwithstanding the foregoing, except to the extent, if any, the change (or compliance) referred to in any such certificate shall outline be retroactive, the Borrower shall not be required to compensate a Lender or Tranche B Investor pursuant to this Section 2.15 (Capital Adequacy) for any reduction in reasonable detail the computation rates of any amounts claimed by it hereunder and the assumptions underlying such computation. No Lender shall be entitled return with respect to any compensation hereunder unless it shall have notified Borrowing Agent period prior to the date that it will demand compensation not later than is 180 days after prior to the date on which the Lender becomes aware of the nature and extent of the claimeach such certificate.

Capital Adequacy. (a) In the event that Agent Agent, Swing Loan Lender or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding capital adequacyadequacy or liquidity requirements, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent Agent, Swing Loan Lender, Issuer or any Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender or any Issuer and any corporation or bank controlling Agent Agent, Swing Loan Lender or any Lender or any Issuer) and the office or branch where Agent Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any Eurodollar LIBOR Rate Loans Loans) with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent within three hundred sixty (360) days after such request or directive, Swing Loan Lender or any Lender’s capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s, Swing Loan Lender’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent or any Lender to be material), then, from time to time, Borrowers shall pay upon demand to Agent Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate Agent Agent, Swing Loan Lender or such Lender for such reductionreduction (provided, that Sand Tiger shall only be liable for any such amounts attributable to Sand Tiger’s Obligations). In determining such amount or amounts, Agent 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 Agent Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawApplicable Law, regulation rule, regulation, guideline or condition. (b) If any A certificate of Agent, Swing Loan Lender becomes entitled or such Lender setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent, Swing Loan Lender or such Lender with respect 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 ) hereof when delivered 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In the event that Agent or any Lender or any Issuer shall have determined that any applicable lawChange in Law, rule, regulation or any change in any guideline regarding capital adequacy, or any change therein, adequacy or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender or any Issuer (for purposes of this Section 3.93.7, the term “Lender” shall include Agent, Agent or 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 LIBOR RateSOFR Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent Agent’s or any Lender’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s and each Lendersuch ▇▇▇▇▇▇’s policies with respect to capital adequacy) by 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 3.7 shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawApplicable Law, regulation rule, regulation, guideline or condition. (b) If any A certificate of Agent or such Lender becomes entitled setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent or such Lender with respect 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 3.7(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error. Such certificate Failure or delay on the part of Agent or any Lender to demand compensation pursuant to this Section shall outline not constitute a waiver of the right of Agent or any Lender to demand such compensation; provided that Borrowers shall not be required to compensate Agent or any Lender pursuant to this Section for any reductions in reasonable detail return incurred more than 270 days prior to the computation date that Agent or such Lender notifies Borrowing Agent of such law, rule, regulation or guideline giving rise to such reductions and of the intention of Agent or such Lender to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any amounts claimed by it hereunder and law, rule, regulation or guideline that is retroactive, then the assumptions underlying such computation. No Lender 270 day period referred to above shall be entitled extended to any compensation hereunder unless it shall have notified Borrowing Agent that it will demand compensation not later than 180 days after include the date on which the Lender becomes aware period of the nature and extent of the claimretroactive effect thereof.

Capital Adequacy. If after the date hereof, either (ai) In any change in or in the event that Agent interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve requirements, applicable to Agent, any Lender or any Issuer shall have determined other banking or financial institution (each a "Funding Bank") from whom any of the Lenders borrow funds or obtain credit, or (ii) a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other governmental authority or (iii) a Funding Bank or any of the Lenders determines that the adoption of any applicable law, rule, rule or 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 thereofthereof has or would have the effect described below, or compliance by Agent a Funding Bank or any Lender or any Issuer (for purposes of this Section 3.9, the 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 Lenders complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on Agent or any Lender’s of the Lenders' capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s and each Lender’s the Funding Bank's or Lenders' policies with respect to capital adequacy) by an amount deemed by Agent or any such Lender to be material, thenand any of the foregoing events described in clauses (i), from time (ii) or (iii) increases the cost to timeAgent, Borrowers the Issuing Bank or any of the Lenders of (A) funding or maintaining the Loans or (B) issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation or subparticipation therein, or reduces the amount receivable in respect thereof by Agent or any Lender, then Borrower shall pay upon demand by Agent, pay to Agent Agent, for the account of each applicable Lender, additional amounts sufficient to indemnify the Lenders against such increase in cost or such Lender such additional reduction in 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 applicable law, regulation or condition. (b) If any 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 thereofreceivable. A certificate as to any additional amounts payable pursuant hereto the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to Borrower by a Lender to Borrowing Agent the applicable Lender, and 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In If after the event that date hereof any Lender, the Administrative Agent or the Issuing Bank determines that (i) the adoption of or change in any Lender or any Issuer shall have determined that any applicable law, governmental rule, regulation regulation, policy, guideline or guideline directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any a court or governmental authority, central bank or comparable agency charged authority with the interpretation or administration thereofappropriate jurisdiction, or (ii) compliance by such Lender, the Administrative Agent or any Lender the Issuing Bank or any Issuer (for purposes of this Section 3.9corporation controlling such Lender, the term “Lender” shall include Agent, any Lender or any Issuer and any corporation or bank controlling Administrative 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 Issuing Bank with any request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on Agent such Lender’s, the Administrative Agent’s or the Issuing Bank’s commitment with respect to any Lender’s capital as a consequence of its obligations hereunder Loans to a level below that which such Lender, the Administrative Agent or such Lender the Issuing Bank could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s, the Administrative Agent’s and each Lenderor Issuing Bank’s then existing policies with respect to capital adequacyadequacy and assuming full utilization of such entity’s capital) by an any amount deemed by such Lender, the Administrative Agent or any Lender the Issuing Bank to be material, thenthen such Lender, from time to time, Borrowers shall pay upon demand to the Administrative Agent or the Issuing Bank may notify the Borrower of such fact 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 Base Rate, the Borrower and such Lender shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receive such additional amount or amounts as notice, an adjustment to the compensation payable hereunder which will adequately compensate Agent or such Lender for such reductionin light of these circumstances. In determining such amount or amounts, Agent or If the Borrower and such Lender may use any reasonable averaging or attribution methods. The protection are unable to agree to such adjustment within thirty (30) days 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, regulation or condition. (b) If any 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 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 (120) days prior to receipt by the Borrower of such notice. Each Lender becomes aware of the nature shall allocate such cost increases among its customers in good faith and extent of the claimon an equitable basis.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) In the event that Agent adoption of or change in any Lender or any Issuer shall have determined that any applicable law, governmental rule, regulation regulation, policy, guideline or guideline directive (whether or not having the force of law) regarding capital adequacy, requirements for Lenders or any change therein, Lender holding companies or any change in the interpretation or administration application thereof by any governmental authority, central bank or comparable agency charged a Governmental Authority with the interpretation or administration thereofappropriate jurisdiction, 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 term “Lender” shall include Agent, any Lender or any Issuer and any corporation or bank controlling Administrative 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 request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on Agent or any such Lender’s capital as a consequence of its obligations hereunder or the Administrative Agent’s commitment with respect to any Revolving Credit Loans 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 Lender’s or the Administrative Agent’s and each Lender’s then existing policies with respect to capital adequacyadequacy and assuming full utilization of such entity’s capital) by an any amount deemed by such Lender or (as the case may be) the Administrative Agent or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent or then such Lender or the Administrative Agent may notify the Borrower of such additional fact. To the extent that the amount or amounts as will compensate Agent or of such reduction in the return on capital is not reflected in the Base Rate, the Borrower and such Lender for shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such reduction. In determining such amount or amountsnotice, Agent or an adjustment payable hereunder that will adequately compensate such Lender may use any reasonable averaging or attribution methodsin light of these circumstances. The protection of this Section 3.9 shall be available to Agent If the Borrower and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition. (b) If any 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 are unable to agree to such adjustment within thirty (30) days 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 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 becomes aware of the nature shall allocate such cost increases among its customers in good faith and extent of the claimon an equitable basis.

Capital Adequacy. (a) In the event that Agent or any the Lender or any Issuer shall have determined that 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 Agent or any the Lender or any Issuer (for purposes of this Section 3.93.15, the term “"Lender” " shall include Agent, any the Lender or any Issuer and ------------ any corporation or bank controlling Agent or any the Lender or any Issuerparticipant in the Advances) and the office or branch where Agent or any Lender (as so defined) makes or maintains any Eurodollar Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent or any the Lender’s 's capital as a consequence of its obligations hereunder to a level below that which Agent or such the Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s and each the Lender’s 's policies with respect to capital adequacy) by an amount deemed by Agent or any the Lender to be material, then, from time to time, Borrowers the Borrower shall pay upon demand to Agent the Lender or such Lender any participant such additional amount or amounts as will compensate Agent or such the Lender for such reduction. In determining such amount or amounts, Agent or such the Lender may use in good faith shall apply any reasonable and equitable averaging or attribution methods. The protection of this Section 3.9 3.15 shall be available to Agent and each the Lender regardless of ------------ any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition. In the event the Borrower has made any payment to the Lender pursuant to this Section 3.15 and the law, rule, ------------ regulation or guideline giving rise to such payment is subsequently repealed and such repeal is retroactive so as to result in no reduction in the Lender's rate of return for any prior period, then the Lender shall credit the Borrower's account with the amount of the payment made by the Borrower. (b) If any A certificate of the Lender becomes entitled setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate the Lender with respect to Section 3.9(a), it shall notify Borrowing Agent thereof within 180 days after such Lender becomes aware of 3.16(a) --------------- hereof when delivered to 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 Borrower 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In the event that Agent or any Lender or any Issuer shall have determined that any applicable law, rule, regulation or guideline Change in Law regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, adequacy or compliance by Agent or any Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, Agent or any Lender or any Issuer and any corporation or bank controlling Agent or any Lender or any IssuerLender) and the office or branch where Agent or any Lender (as so defined) makes or maintains any Eurodollar Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authorityGovernmental Body, central bank or comparable agencyagency charged with the interpretation or administration thereof constituting a Change in Law, has or would have the effect of reducing the rate of return on Agent or any Lender’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s and each Lender’s policies with respect to capital adequacy) by an amount reasonably deemed by Agent or any Lender to be material, then, from time to time, Borrowers shall pay upon pay, within thirty (30) days following demand (accompanied by documentation setting forth in reasonable detail the calculation thereof and the assumptions on which such calculation was based), to Agent or such Lender such additional amount or amounts as will compensate Agent or such Lender for such reduction; provided that the foregoing shall not apply to reductions which are incurred more than 180 days prior to the date of such demand; provided further, that if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include such period of retroactive effect. 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 applicable law, regulation or conditionChange in Law. (b) If any A certificate of Agent or such Lender becomes entitled setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent or such Lender with respect 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 ) hereof when delivered 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In the event that Agent or If any Lender or any Issuer shall have determined Issuing Lender determines in good faith that compliance with any applicable law, rule, law or regulation or any guideline regarding capital adequacy, or request from 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 Agent or any Lender or any Issuer (for purposes of this Section 3.9, the 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 request or directive regarding capital adequacy other Governmental Authority (whether or not having the force of law) implemented or effective after the date of any such authority, central bank or comparable agency, has this Agreement affects or would have affect the effect amount of reducing capital required or expected to be maintained by such Lender or such Issuing Lender (or on the rate amount of return on Agent capital required or expected to be maintained by such Lender’s or the Issuing Lender’s holding company) and that the amount of such capital is increased by or based upon the existence of such Lender’s commitment to lend or such Issuing Lender’s commitment to issue Letters of Credit or any Lender’s capital as a consequence commitment to risk participate in Letters of its obligations hereunder to a level below that which Agent Credit and other commitments of this type, then, upon 30 days prior written notice by such Lender or such Issuing Lender could have achieved but (with a copy of any such demand to the Administrative Agent), the Borrowers shall pay to the Administrative Agent for the account of such adoptionLender or to such Issuing Lender, change or compliance (taking into consideration Agent’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent or any Lender to be material, thenas the case may be, from time to time, Borrowers shall pay upon demand to Agent time as specified by such Lender or such Issuing Lender, additional amounts (without duplication of any other amounts payable in respect of increased costs) sufficient to compensate such Lender such additional amount or amounts as will compensate Agent or such Issuing Lender for (or such reductionLender’s or the Issuing Lender’s holding company), in light of such circumstances, (i) with respect to such Lender (or holding company), to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s commitment to lend under this Agreement or its commitment to risk participate in Letters of Credit and (ii) with respect to such Issuing Lender (or holding company), to the extent that such Issuing Lender reasonably determines such increase in capital to be allocable to the issuance or maintenance of the Letters of Credit. In determining such amount or additional amounts, Agent or each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Lender may use any Lender’s reasonable averaging or attribution methods. The protection good faith determination (made in a manner generally consistent with the Lender’s standard practices) of compensation owing under 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 law2.9(b) shall, regulation or condition. (b) If any 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, be conclusive and binding for all purposes. Such certificate Each Lender, at the time such Lender demands payment under this Section 2.9(b), shall outline in reasonable detail submit to the computation of any amounts claimed by it hereunder Company and the assumptions underlying Administrative Agent a certificate (A) as to the amount of such computation. No additional amounts, (B) detailing the calculation of such additional amounts, and (C) certifying that such Lender is generally charging such additional amounts to other similarly situated borrowers under similar credit facilities; provided that, unless such Lender is also demanding compensation generally from other similarly situated borrowers of such Lender under similar credit facilities, the Borrowers shall not be entitled required to compensate such Lender pursuant to this Section 2.9(b) for any compensation hereunder unless it shall have notified Borrowing Agent that it will demand compensation not later than 180 days after the date on which the Lender becomes aware of the nature and extent of the claimadditional amounts.

Capital Adequacy. (a) In If after the event that date of this Agreement, the Agent or any Lender or any Issuer shall have determined that the adoption or effectiveness of any applicable law, rule, rule or regulation or guideline regarding capital adequacyadequacy of general applicability, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Agent or any Lender or any Issuer (for purposes of this Section 3.9, the 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 request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent the Agent’s or any Lender’s capital as a consequence of its obligations hereunder to a level below that which the Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent’s and each or such Lender’s policies with respect to capital adequacy) by an amount deemed by the Agent or any such Lender to be material, then, then from time to time, Borrowers the Borrower shall pay upon demand to the Agent or such Lender such additional amount or amounts as will compensate the Agent or such Lender for such reduction. In determining A certificate of the Agent or such Lender setting forth such amount or amountsamounts as shall be necessary to compensate the Agent or such Lender as specified in Section 5.14(a) 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 shown as due on any such certificate within fourteen (14) Business Days after the Agent or such Lender delivers such certificate. In preparing such certificate, the Agent or such Lender may employ such assumptions and allocations of costs and expenses as it shall in good f▇▇▇▇ ▇▇▇▇ reasonable and may use any reasonable averaging or and 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 applicable law, regulation or conditionmethod. (b) If any 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In the event that Agent any Agent, Swing Loan Lender or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Law or guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent any Agent, Swing Loan Lender, Issuer or any Lender or any Issuer (for purposes of this Section 3.93.1, the term “Lender” shall include each Agent, Swing Loan Lender, Issuer or any Lender or any Issuer and any corporation or bank controlling Agent any Agent, Swing Loan Lender or any Lender or any Issuer) and the office or branch where Agent Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any Eurodollar Rate Loans Term Benchmark Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent any Agent, Swing Loan Lender or any Lender’s capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent such Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration each Agent’s, Swing Loan Lender’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent any Agent, Swing Loan Lender or any Lender to be material, then, from time to time, Borrowers the Company shall pay upon demand to Agent such Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate Agent such Agent, Swing Loan Lender or such Lender for such reduction. In determining such amount or amounts, Agent such Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 3.1 shall be available to Agent each Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawLaw, regulation rule, regulation, guideline or condition. (b) If any A certificate of such Agent, Swing Loan Lender becomes entitled or such Lender setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate such Agent, Swing Loan Lender or such Lender with respect to Section 3.9(a), it shall notify Borrowing Agent thereof within 180 days after such Lender becomes aware of 3.1(a) hereof when delivered to 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 Company 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In the event that Agent or If any Lender shall reasonably determine that any change in, or any Issuer shall have determined that the adoption or phase-in of, any applicable law, rule, rule or 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 the compliance by Agent or any Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, any Person controlling such 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 request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent such Lender's or any Lender’s such controlling Person's capital as a consequence of its such Lender's obligations hereunder or under any Support Agreement to a level below that which Agent such Lender or such Lender controlling Person could have achieved but for such change, adoption, change phase-in or compliance (taking into consideration Agent’s and each such Lender’s 's or such controlling Person's policies with respect to capital adequacy) by an amount deemed by Agent such Lender or any Lender such controlling Person to be material, then, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), the Borrowers shall pay upon demand to Agent or such Lender such additional amount or amounts as will compensate Agent such Lender or such Lender controlling Person for such reduction. In determining , so long as such amount amounts have accrued on or amounts, Agent or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available after the day which is one hundred eighty (180) days prior to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition. (b) If any 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 on which such Lender first made demand therefor. Notwithstanding any other provision of this Section 2.3(f)(vi) to the contrary, a Lender becomes aware shall not demand any payment referred to in this subsection if it shall not be the general policy or practice of the nature and extent such Lender to demand similar compensation in similar circumstances with respect to similarly situated borrowers under comparable provisions of the claimlike credit agreements.

Capital Adequacy. (a) In the event that Agent or If any Lender or any Issuer shall have determined that determined, that, whether in effect at the date of this Agreement or hereafter in effect, any applicable lawLaw, 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 Agent or any Lender or any Issuer (for purposes of this Section 3.9, the 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 definedor its Lending Office) makes or maintains any Eurodollar Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of lawLaw) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent such Lender's capital allocated to the transactions contemplated by this Agreement (or any Lender’s the capital of its holding company) as a consequence of its obligations hereunder to a level below that which Agent or such Lender (or its holding company) could have achieved but for such adoption, change or compliance (taking into consideration Agent’s and each such Lender’s 's policies or the policies of its holding company with respect to capital adequacy) by an amount deemed by Agent or any such Lender to be material, then, then from time to time, within 15 days after demand by such Lender (with a copy to the Agent), the Borrowers shall pay upon demand to Agent or such Lender such additional amount or amounts as will compensate Agent or such Lender (or its holding company) for such reduction. Each Lender will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding in the absence of manifest error. In determining such amount or amountsamount, Agent or such Lender may use any reasonable averaging or and attribution methods. Within four (4) months following the date such certificate is furnished claiming compensation by any such Lender (the "Affected Lender"), the Borrowers may replace the Affected Lender with a lending institution satisfactory to the Agent (the consent to which may not be unreasonably withheld by the Agent), upon payment to the Affected Lender of all principal of and interest on all of its then outstanding Revolving Credit Loans and of all Facility Fees, Utilization 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 3.9 3.8 shall be available to Agent and each Lender regardless of any possible contention of the invalidity or inapplicability with respect to of the applicable lawLaw, regulation or condition. (b) If any 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 other condition which shall have notified Borrowing Agent that it will demand compensation not later than 180 days after the date on which the Lender becomes aware of the nature and extent of the claimbeen imposed.

Capital Adequacy. (a) In the event that Agent or any Lender or any Issuer shall have determined that any applicable law, rule, regulation or guideline first made effective after the date hereof regarding capital adequacy, or any change therein, or any change after the date hereof 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 Agent or any Lender or any Issuer (for purposes of this Section 3.93.8, the term “"Lender” " shall include Agent, Agent or any Lender or any Issuer and any corporation or bank controlling Agent or any Lender or any IssuerLender) and the office or branch where Agent or any Lender (as so defined) makes or maintains any Eurodollar Rate Loans with any request or directive first made effective after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent or any Lender’s 's capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s 's and each Lender’s 's policies with respect to capital adequacy) by an amount deemed by Agent or any Lender to be material, then, from time to time, Borrowers shall pay upon within five (5) Business Days of written demand to from 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 3.8 shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition. (b) If any A certificate of Agent or such Lender becomes entitled setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent or such Lender with respect 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 3.8(a) hereof when delivered to any additional amounts payable pursuant hereto submitted by a Lender to Borrowing Agent Borrowers shall be conclusive absent manifest error. Such certificate shall outline set forth in reasonable detail a calculation of the computation of any amounts claimed by it hereunder amount due 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 Agent's or Lender's reasons for invoking the date on which the Lender becomes aware provisions of the nature and extent of the claimSection 3.8 hereof.

Capital Adequacy. (a) In the event that Agent or If any Lender or determines that (i) the introduction after the date hereof of any Issuer shall have determined that any applicable lawCapital Adequacy Regulation, rule, regulation or guideline regarding capital adequacy, or (ii) any change thereinafter the date hereof in any Capital Adequacy Regulation, or (iii) any change in the interpretation or administration thereof of any Capital Adequacy Regulation by any governmental authority, central bank or comparable agency other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance after the date hereof by Agent or any such Lender or any Issuer (for purposes corporation or other entity controlling such Lender with any Capital Adequacy Regulation, affects the amount of this Section 3.9, the term “Lender” shall include Agent, any capital required or expected to be maintained by such Lender or any Issuer Person controlling such Lender and any corporation (taking into consideration such Lender's or bank controlling Agent such corporation's 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 other entity's policies with any request or directive regarding respect to capital adequacy (whether or not having the force of law) of any and such authority, central bank or comparable agency, has or would have the effect of reducing the rate of Lender's desired return on Agent or any Lender’s capital) determines that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations hereunder to under this Agreement, then: (a) Administrative Agent shall promptly, after its receipt of a level below that which Agent or certificate from such Lender could have achieved but setting forth such Lender's determination of such occurrence, give notice thereof to Borrowers and Lenders; and (b) Borrowers shall pay to Administrative Agent, for the account of such adoptionLender, change or compliance (taking into consideration Agent’s and each Lender’s policies with respect to capital adequacy) by as an amount deemed by Agent or any Lender to be material, then, additional fee from time to time, Borrowers shall pay upon demand to Agent or ON DEMAND, such amount as such Lender such additional certifies to be the amount or amounts as will reasonably calculated to compensate Agent or such Lender for such reduction. A certificate of such Lender claiming entitlement to compensation as set forth above will be conclusive in the absence of manifest error. Such certificate will set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to such Lender (including the basis for Lender's determination of such amount), and the method by which such amounts were determined. In determining such amount or amountsamount, Agent or such Lender may use any reasonable averaging or and attribution methodsmethod. The protection For purposes of this Section 3.9 shall be available SECTION 3.8 all references to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition. (b) If any 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 deemed to include any compensation hereunder unless it shall have notified Borrowing Agent that it will demand compensation not later than 180 days after the date on which the Lender becomes aware bank holding company or bank parent of the nature and extent of the claimsuch Lender.

Capital Adequacy. (a) In the event that Agent Agent, Swing Loan Lender or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent Agent, Swing Loan Lender, Issuer or any Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender or any Issuer and any corporation or bank controlling Agent Agent, Swing Loan Lender or any Lender or any Issuer) and the office or branch where Agent Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any Eurodollar LIBORTerm SOFR Rate Loans Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent Agent, Swing Loan Lender or any Lender’s capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s, Swing Loan Lender’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent Agent, Swing Loan Lender or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate Agent Agent, Swing Loan Lender or such Lender for such reduction. In determining such amount or amounts, Agent Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 3.9(a) shall be available to Agent Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawApplicable Law, regulation rule, regulation, guideline or condition; provided that Borrowers and Guarantors shall not be under any obligation to compensate Agent, Swing Loan Lender, Issuer or any Lender under this Section 3.9(a) with respect to increased costs or reductions with respect to any period prior to the date that is one hundred eighty (180) days prior to such request; provided, further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any event described in the first sentence of this Section 3.9(a). (b) If any A certificate of Agent, Swing Loan Lender becomes entitled or such Lender setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent, Swing Loan Lender or such Lender with respect 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 ) hereof when delivered 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In If after the event that Agent or date of this Agreement, the Agent, any Lender or any Issuer the Issuing Bank shall have determined that any Change in Law has occurred, or that the adoption or effectiveness of any applicable law, rule, rule or regulation or guideline regarding capital adequacyadequacy of general applicability, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender or any Issuer (for purposes of this Section 3.9, the 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 Issuing Bank with any request or directive regarding capital adequacy or liquidity requirements of general applicability (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent or the Agent's, any Lender’s 's or the Issuing Bank's capital as a consequence of its obligations hereunder to a level below that which Agent or the Agent, such Lender or the Issuing Bank could have achieved but for such Change in Law or such adoption, change or compliance (taking into consideration the Agent’s and each 's, such Lender’s 's or the Issuing Bank's policies with respect to capital adequacy) by an amount deemed by Agent the Agent, such Lender or any Lender the Issuing Bank to be material, then, then from time to time, Borrowers the Borrower shall pay upon demand to Agent or the Agent, such Lender or the Issuing Bank such additional amount or amounts as will compensate the Agent or such Lender for such reduction. In determining . (b) A certificate of the Agent, such Lender or the Issuing Bank setting forth such amount or amountsamounts as shall be necessary to compensate the Agent, Agent or such Lender or the Issuing Bank as specified in Section 5.14(a) 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, such Lender or the 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 it shall in good ▇▇▇▇▇ ▇▇▇▇ reasonable and may use any reasonable averaging or and attribution methodsmethod. The protection of this Section 3.9 3.8(b) hereof shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect apply to the applicable law, regulation or conditioncosts assessed under this Section. (b) If any 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) In the event that Agent adoption of or change in any Lender or any Issuer shall have determined that any applicable law, governmental rule, regulation regulation, policy, guideline or guideline directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any governmental authority, central bank or comparable agency charged a Governmental Authority with the interpretation or administration thereofappropriate jurisdiction, 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 term “Lender” shall include Agent, any Lender or any Issuer and any corporation or bank controlling Administrative 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 request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on Agent such Lender's or the Administrative Agent's commitment with respect to any Lender’s capital as a consequence of its obligations hereunder Revolving Credit Loans 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 Lender's or the Administrative Agent’s and each Lender’s 's then existing policies with respect to capital adequacyadequacy and assuming full utilization of such entity's capital) by an any amount deemed by such Lender or (as the case may be) the Administrative Agent or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent or then such Lender or the Administrative Agent may notify the Borrower of such additional fact. To the extent that the amount or amounts as will compensate Agent or of such reduction in the return on capital is not reflected in the Base Rate, the Borrower and such Lender for shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such reduction. In determining such amount or amountsnotice, Agent or an adjustment payable hereunder that will adequately compensate such Lender may use any reasonable averaging or attribution methodsin light of these circumstances. The protection of this Section 3.9 shall be available to Agent If the Borrower and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition. (b) If any 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 are unable to agree to such adjustment within thirty (30) days 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 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 becomes aware or the Administrative Agent for costs incurred more than ninety (90) days prior to receipt by the Borrower of the nature notice referred to in the immediately preceding sentence from 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 extent of the claimon an equitable basis.

Capital Adequacy. (a) In the event that Agent Agent, Swing Loan Lender or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding liquidity or capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent Agent, Swing Loan Lender, Issuer or any Lender or any Issuer (for purposes of this Section 3.9, the term “"Lender” " shall include Agent, Swing Loan Lender, Issuer or any Lender or any Issuer and any corporation or bank controlling Agent , Swing Loan Lender or any Lender or any Issuer) and the office or branch where Agent , Swing Loan Lender or any Lender (as so defined) makes or maintains any Eurodollar Term SOFR Rate Loans Loans) with any request or directive regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent Agent, Swing Loan Lender or any Lender’s 's capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent , Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s 's, Swing Loan Lender's and each Lender’s 's policies with respect to liquidity or capital adequacy) by an amount deemed by Agent Agent, Swing Loan Lender or any Lender to be material, then, from time to time, Borrowers shall pay upon demand pay, within ten (10) days after receipt of a certificate pursuant to Agent Section 3.9(b), to Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate Agent Agent, Swing Loan Lender or such Lender for such reduction. In determining such amount or amounts, Agent 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 Agent Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawApplicable Law, regulation rule, regulation, guideline or condition. (b) If any A certificate of Agent, Swing Loan Lender becomes entitled or such Lender setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent , Swing Loan Lender or such Lender with respect 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 ) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error. Such certificate . (c) Failure or delay on the part of Agent, Swing Loan Lender or such Lender to demand compensation pursuant to this Section shall outline not constitute a waiver of Agent's, Swing Loan Lender's or such ▇▇▇▇▇▇'s right to demand such compensation; provided that the Borrowers shall not be required to compensate Agent, Swing Loan Lender or such Lender pursuant to this Section for any increased costs incurred or reductions suffered more than one hundred eighty (180) days prior to the date that Agent, Swing Loan Lender or such Lender, as the case may be, notifies the Borrowers of the event or Change in reasonable detail Law giving rise to such increased costs or reductions, and of such Agent's, Swing Loan Lender's or such Lender's intention to claim compensation therefor (except that, if the computation of any amounts claimed by it hereunder and Change in Law giving rise to such increased costs or reductions is retroactive, then the assumptions underlying such computation. No Lender one hundred eighty (180) day period referred to above shall be entitled extended to any compensation hereunder unless it shall have notified Borrowing Agent that it will demand compensation not later than 180 days after include the date on which the Lender becomes aware period of the nature and extent of the claimretroactive effect thereof).

Capital Adequacy. (a) In the event that Agent Agent, Swing Loan Lender or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent Agent, Swing Loan Lender, Issuer or any Lender or any Issuer (for purposes of this Section 3.9, the term “"Lender” " shall include Agent, Swing Loan Lender, Issuer or any Lender or any Issuer and any corporation or bank controlling Agent Agent, Swing Loan Lender or any Lender or any Issuer) and the office or branch where Agent Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any Eurodollar Term SOFR Rate Loans Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent Agent, Swing Loan Lender or any Lender’s 's capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s 's, Swing Loan Lender's and each Lender’s 's policies with respect to capital adequacy) by an amount deemed by Agent Agent, Swing Loan Lender or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate Agent Agent, Swing Loan Lender or such Lender for such reduction. In determining such amount or amounts, Agent 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 Agent Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawApplicable Law, regulation rule, regulation, guideline or condition. (b) If any A certificate of Agent, Swing Loan Lender becomes entitled or such Lender setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent, Swing Loan Lender or such Lender with respect 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 ) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error. Such certificate . (c) Borrowers shall outline not be required to compensate Agent, Swing Loan Lender or any Lender pursuant to the foregoing provisions of this Section 3.9 for any increased costs incurred or reductions suffered or taxes incurred more than two hundred and seventy (270) days prior to the date that Agent, Swing Loan Lender or any Lender, as applicable notifies the Borrowers of the Change in reasonable detail Law giving rise to such increased costs and of Agent, Swing Loan Lender or any Lender’s, as applicable, intention to claim compensation therefor (except that, if the computation of any amounts claimed by it hereunder and Change in Law giving rise to such increased costs is retroactive, then the assumptions underlying such computation. No Lender 270-day period referred to above shall be entitled extended to any compensation hereunder unless it shall have notified Borrowing Agent that it will demand compensation not later than 180 days after include the date on which the Lender becomes aware period of the nature and extent of the claimretroactive effect thereof).

Capital Adequacy. (a) In the event that Agent or If any Lender or any Issuer shall have determined Issuing Lender determines that any applicable law, rule, regulation Change in Law affecting such Lender 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 Agent or any Issuing Lender or any Issuer (for purposes Lending Office of this Section 3.9, the term “Lender” shall include Agent, any such Lender or any Issuer and any corporation such Lender’s 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 request or directive Issuing Lender’s holding company, if any, regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, requirements has or would have the effect of reducing the rate of return on Agent such Lender’s, Issuing Lender’s or any Lenderholding company’s capital as a consequence of its obligations hereunder this Agreement, or such Lender’s or Issuing Lender’s Commitments, Loans, Letters of Credit or participations in any Letter of Credit, to a level below that which Agent such Lender, Issuing Lender or such Lender holding company could have achieved but for such adoption, change or compliance Change in Law (taking into consideration Agentsuch Lender’s, Issuing Lender’s and each Lenderholding company’s policies with respect to capital adequacy) ), then upon the delivery of the certificate referred to below to the Company by an amount deemed by Agent or any Lender to or Issuing Lender (a copy of which certificate shall be material, then, from time to time, Borrowers shall pay upon demand to Agent or sent by such Lender or Issuing Lender to the Administrative Agent), the Borrowers will pay to such Lender or Issuing Lender, as the case may be, such additional amount or amounts as will compensate Agent it or its holding company for any such reduction suffered. Any Lender for such reduction. In or Issuing Lender, upon 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 applicable law, regulation or condition. (b) If any 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 that any additional amounts will be payable to it pursuant hereto to this Section 3.06(b), will give prompt written notice thereof to the Company, which notice shall include a certificate submitted to the Company by such Lender or Issuing Lender (a copy of which certificate shall be sent by such Lender or Issuing Lender to Borrowing Agent shall be conclusive absent manifest error. Such certificate shall outline the Administrative Agent), setting forth in reasonable detail the computation basis for the calculation of any such additional amount or amounts claimed by it hereunder necessary to compensate such Lender or Issuing Lender. The certificate required to be delivered pursuant to this Section 3.06(b) shall, absent manifest error, be final and conclusive and binding on 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 on which the Lender becomes aware of the nature and extent of the claimBorrowers.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) In the event that Agent adoption of or change in any Lender or any Issuer shall have determined that any applicable law, governmental rule, regulation regulation, policy, guideline or guideline directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any governmental authority, central bank or comparable agency charged a Governmental Authority with the interpretation or administration thereofappropriate jurisdiction, 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 term “Lender” shall include Agent, any Lender or any Issuer and any corporation or bank controlling Administrative 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 request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on Agent such Lender's or the Administrative Agent's commitment with respect to any Lender’s capital as a consequence of its obligations hereunder Loans 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 Lender's or the Administrative Agent’s and each Lender’s 's then existing policies with respect to capital adequacyadequacy and assuming full utilization of such entity's capital) by an any amount deemed by such Lender or (as the case may be) the Administrative Agent or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent or then such Lender or the Administrative Agent may notify the Borrower of such additional fact. To the extent that the amount or amounts as will compensate Agent or of such reduction in the return on capital is not reflected in the Base Rate, the Borrower and such Lender for shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such reduction. In determining such amount or amountsnotice, Agent or an adjustment payable hereunder that will adequately compensate such Lender may use any reasonable averaging or attribution methodsin light of these circumstances. The protection of this Section 3.9 shall be available to Agent If the Borrower and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition. (b) If any 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 are unable to agree to such adjustment within thirty (30) days 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 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 becomes aware of the nature shall allocate such cost increases among its customers in good faith and extent of the claimon an equitable basis.

Capital Adequacy. (a) In the event that Agent or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any such Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, Agent or any Lender or any Issuer and any corporation or bank controlling Agent or any Lender or any IssuerLender) and the office or branch where Agent or any such Lender (as so defined) makes or maintains any Eurodollar Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent or any such Lender’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent or any such Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent or such Lender Lender, with reasonable promptness following receipt of the certificate described in clause (b), below, such additional amount or amounts as will compensate Agent or such Lender for such reduction, provided that, Borrowers shall not be required to compensate Agent or a Lender pursuant to this Section 3.9 for any such reduction in respect of a period occurring more than 180 days prior to the date on which Agent or such Lender notifies Borrowing Agent of an event giving rise to such claim and Agent’s or such Lender’s intention to seek compensation therefor. 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 applicable law, regulation Applicable Law or condition; provided that, in the event the Applicable Law or condition is found to be invalid or inapplicable to Agent or such Lender after payment by Borrowers, Agent or such Lender, as applicable, shall promptly refund all amounts paid by Borrowers pursuant to this Section 3.9. (b) If any A certificate of Agent or such Lender becomes entitled setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent or such Lender with respect 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 ) hereof when delivered 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In If after the event that date of this Agreement, the Agent or any Lender or any Issuer shall have determined that any Change in Law has occurred, or that the adoption or effectiveness of any applicable law, rule, rule or regulation or guideline regarding capital adequacyadequacy of general applicability, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Agent or any Lender or any Issuer (for purposes of this Section 3.9, the 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 request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent the Agent's or any Lender’s 's capital as a consequence of its obligations hereunder to a level below that which the Agent or such Lender could have achieved but for such Change in Law or such adoption, change or compliance (taking into consideration the Agent’s and each 's or such Lender’s 's policies with respect to capital adequacyadequacy or liquidity requirements) by an amount deemed by the Agent or any such Lender to be material, then, then from time to time, Borrowers the Borrower shall pay upon demand to the Agent or such Lender such additional amount or amounts as will compensate the Agent or such Lender for such reduction. In determining . (b) A certificate of the Agent or such Lender setting forth such amount or amountsamounts as shall be necessary to compensate the Agent or such Lender as specified in Section 5.14(a) 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 shown as due on any such certificate within fourteen (14) Business Days after the Agent or such Lender delivers such certificate. In preparing such certificate, the Agent or such Lender may employ such assumptions and allocations of costs and expenses as it shall in good ▇▇▇▇▇ ▇▇▇▇ reasonable and may use any reasonable averaging or and attribution methodsmethod. The protection of this Section 3.9 3.8(b) hereof shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect apply to the applicable law, regulation or conditioncosts assessed under this Section. (b) If any 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) In the event that Agent adoption of or change after the Closing Date in any Lender or any Issuer shall have determined that any applicable law, governmental rule, regulation regulation, policy, guideline or guideline directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any governmental authority, central bank or comparable agency charged a Governmental Authority with the interpretation or administration thereofappropriate jurisdiction, 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 term “Lender” shall include Agent, any Lender or any Issuer and any corporation or bank controlling Administrative 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 request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on Agent or any such Lender’s capital as a consequence of its obligations hereunder or the Administrative Agent’s commitment with respect to any Loans 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 Lender’s or the Administrative Agent’s and each Lender’s then existing policies with respect to capital adequacyadequacy and assuming full utilization of such entity’s capital) by an any amount deemed by such Lender or (as the case may be) the Administrative Agent or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent or then such Lender or the Administrative Agent may notify the Borrower of such additional fact. To the extent that the amount or amounts as will compensate Agent or of such reduction in the return on capital is not reflected in the Base Rate, the Borrower and such Lender for shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such reduction. In determining such amount or amountsnotice, Agent or an adjustment payable hereunder that will adequately compensate such Lender may use any reasonable averaging or attribution methodsin light of these circumstances. The protection of this Section 3.9 shall be available to Agent If the Borrower and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition. (b) If any 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 are unable to agree to such adjustment within thirty (30) days 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 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 becomes aware of the nature shall allocate such cost increases among its customers in good faith and extent of the claimon an equitable basis.

Capital Adequacy. (a) In the event that Agent or any Lender or any Issuer shall have determined that any applicable law, rule, regulation or guideline Change in Law regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof adequacy by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, Agent or any Lender or any Issuer and any corporation or bank controlling Agent or any Lender or any IssuerLender) and the office or branch where Agent or any Lender (as so defined) makes or maintains any Eurodollar Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent or any Lender’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s and each Lender’s policies with respect to capital adequacy) by 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 applicable law, regulation Applicable Law or condition. For purposes of this definition, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed to have been adopted and gone into effect after the date of this Agreement. (b) If any A certificate of Agent or such Lender becomes entitled setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent or such Lender with respect 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 ) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error. Such certificate ; provided that Borrowers shall outline in reasonable detail the computation of not be required to compensate a Lender or an Issuer pursuant to this Section for 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 reductions suffered more than 180 days after prior to the date on which that such Lender or such Issuer, as the Lender becomes aware case may be, notifies the applicable Borrower of the nature change in Applicable Law giving rise to such reductions and extent of such Lender’s or such Issuer’s intention to claim compensation therefor (except that, if the claimchange in Applicable Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).

Capital Adequacy. (a) In the event that Agent or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by ChangePro Comparison of ABL and PNC - Exhibit A to Third Amendment 10/3/2016 Agent or any Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, Agent or any Lender or any Issuer and any corporation or bank controlling Agent or any Lender or any IssuerLender) and the office or branch where Agent or any Lender (as so defined) makes or maintains any Eurodollar Rate Loans ) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent or any Lender’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s and each Lender’s policies with respect to capital adequacy) by 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 applicable lawApplicable Law, regulation or condition. However, notwithstanding anything contained in the foregoing, neither Agent or any Lender shall make a demand on Borrowers for any additional amounts under this Section 3.9 unless Agent or such Lender (as applicable) shall have (to the extent Agent or such Lender is legally entitled to) requested payment of similar additional amounts from all of its borrowers and customers that are similarly situated to Borrowers. (b) If any A certificate of Agent or such Lender becomes entitled setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent or such Lender with respect 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 ) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error. Such certificate . (c) Notwithstanding anything to the contrary contained herein, the Borrowers shall outline not be required to compensate Agent or any Lender pursuant to this Section 3.9 for any reductions in reasonable detail return incurred more than 270 days prior to the computation of any amounts claimed by it hereunder and the assumptions underlying date that Agent or such computation. No Lender shall be entitled to any compensation hereunder unless it shall have notified notifies Borrowing Agent that it will demand of such law, rule, regulation or guideline giving rise to such reductions and of Agent’s or such Lender’s intention to claim compensation not later than 180 days after the date on which the Lender becomes aware of the nature and extent of the claimtherefore.

Capital Adequacy. (a) In the event that Agent or any Lender or any Issuer shall have determined that 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 authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender or any Issuer (for purposes of this Section 3.93.7, the term “"Lender” " shall include Agent, Agent or any Lender or any Issuer and any corporation or bank controlling Agent or any Lender or any IssuerLender) and the office or branch where Agent or any Lender (as so defined) makes or maintains any Eurodollar Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent or any Lender’s 's capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s 's and each Lender’s 's policies with respect to capital adequacy) by an amount deemed by Agent or any Lender to be material, then, from time to time, Borrowers Borrower 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 3.7 shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition. (b) If any A certificate of Agent or such Lender becomes entitled setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent or such Lender with respect 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 3.7(a) hereof when delivered to any additional amounts payable pursuant hereto submitted by a Lender to Borrowing Agent Borrower shall be conclusive absent manifest error. Such certificate . (c) If Agent or any Lender is owed such additional amounts or amounts at any one time pursuant to Section 3.7(a) hereof in excess of three-fourths of one percent (3/4 of 1%) of the average daily balance of Advances for the preceding 30 days, then the Borrower shall outline in reasonable detail have the computation right to terminate this Agreement, subject to the terms and provisions of any amounts claimed by it hereunder and the assumptions underlying Section 13.1 of this Agreement; provided, however, (i) no such computation. No Lender termination 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 on which the Lender becomes aware effective until Borrower has paid all of the nature Obligations (except as set forth in clause (ii) below) in immediately available funds and extent (ii) Borrower shall not be obligated to pay to Lenders any early termination fee described in Section 13.1 of the claimthis Agreement.

Capital Adequacy. (a) In the event that Agent Agent, Swing Loan Lender or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent Agent, Swing Loan Lender, Issuer or any Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender or any Issuer and any corporation or bank controlling Agent , Swing Loan Lender or any Lender or any Issuer) and the office or branch where Agent , Swing Loan Lender or any Lender (as so defined) makes or maintains any Eurodollar LIBOR Rate Loans Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent Agent, Swing Loan Lender or any Lender’s capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent , Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s, Swing Loan Lender’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent Agent, Swing Loan Lender or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate Agent Agent, Swing Loan Lender or such Lender for such reduction, so long as Agent, Swing Loan Lender or such Lender first received knowledge that such amounts have accrued on or after the day that is 270 days prior to the date on which Agent, Swing Loan Lender or such Lender first made demand therefor; provided, that if the Change in Law giving rise to such costs or reductions has retroactive effect, such 270-day period shall be extended to include the period of retroactive effect. In determining such amount or amounts, Agent 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 Agent Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawApplicable Law, regulation rule, regulation, guideline or condition. (b) If any A certificate of Agent, Swing Loan Lender becomes entitled or such Lender setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent, Swing Loan Lender or such Lender with respect 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 ) hereof when delivered to Borrowing Agent shall be conclusive conclusively presumed correct absent manifest demonstrable 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. If after the date hereof any Lender or the Administrative Agent determines that (a) In the event that Agent adoption of or change in any Lender or any Issuer shall have determined that any applicable law, governmental rule, regulation regulation, policy, guideline or guideline directive (whether or not having the force of law) regarding capital adequacy, requirements for Lenders or any change therein, Lender holding companies or any change in the interpretation or administration application thereof by any governmental authority, central bank or comparable agency charged a Governmental Authority with the interpretation or administration thereofappropriate jurisdiction, 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 term “Lender” shall include Agent, any Lender or any Issuer and any corporation or bank controlling Administrative 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 request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on Agent or any such Lender’s capital as a consequence of its obligations hereunder or the Administrative Agent’s commitment with respect to any Revolving Credit Loans 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 Lender’s or the Administrative Agent’s and each Lender’s then existing policies with respect to capital adequacyadequacy and assuming full utilization of such entity’s capital) by an any amount deemed by such Lender or (as the case may be) the Administrative Agent or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent or then such Lender or the Administrative Agent may notify the Borrower of such additional fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate or amounts LIBOR Rate, the Borrower agrees to pay the Administrative Agent for the account of each Lender entitled thereto for the amount of such reduction in the return on capital as will compensate Agent or and when such reduction is determined upon presentation by such Lender for such reductionor (as the case may be) the Administrative Agent of a certificate in accordance with §5.7. In determining such amount or amounts, Neither the Administrative Agent or such Lender may use nor 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 applicable law, regulation or condition. (b) If any 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 assert any compensation hereunder unless claim under this §5.6 in respect of taxes. Each of the Lenders and the Administrative Agent agrees that, in the event any of the circumstances of the type described in this §5.6, it shall have notified Borrowing Agent that it will demand compensation not later than 180 days after the date allocate such cost increases among its customers in good faith and on which the Lender becomes aware of the nature and extent of the claima non-discriminatory basis.

Capital Adequacy. (a) In If after the event that Agent or date hereof any Lender or the Administrative Agent determines that (i) the adoption of or change in any Issuer shall have determined that any applicable law, governmental rule, regulation regulation, policy, guideline or guideline directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any a court or governmental authority, central bank or comparable agency charged authority with the interpretation or administration thereofappropriate jurisdiction, or (ii) 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 term “Lender” shall include Agent, any Lender or any Issuer and any corporation or bank controlling Administrative 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 request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on Agent such Lender's or the Administrative Agent's commitment with respect to any Lender’s capital as a consequence of its obligations hereunder Term Loans 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 Lender's or the Administrative Agent’s and each Lender’s 's then existing policies with respect to capital adequacyadequacy and assuming full utilization of such entity's capital) by an any amount deemed by such Lender, or the Administrative Agent or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent or then such Lender or the Administrative Agent may notify the Borrower of such additional fact upon presentation of a certificate in accordance with SECTION 5.9 hereof. To the extent that the amount or amounts as will compensate Agent or of such reduction in the return on capital is not reflected in the LIBOR Rate, the Borrower and such Lender for shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such reduction. In determining such amount or amountsnotice, Agent or an adjustment to the compensation payable hereunder which will adequately compensate such Lender may use any reasonable averaging or attribution methodsin light of these circumstances. The protection of this Section 3.9 shall be available to Agent If the Borrower and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition. (b) If any 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 are unable to agree to such adjustment within thirty (30) days 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 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 becomes aware or the Administrative Agent for costs incurred more than one hundred and twenty (120) days prior to receipt by the Borrower of the nature such notice. Each Lender shall allocate such cost increases among its customers in good faith and extent of the claimon an equitable basis.

Capital Adequacy. (a) In the event that Agent Agent, Swing Loan Lender or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent Agent, Swing Loan Lender, Issuer or any Lender or any Issuer (for purposes of this Section 3.9, the term “"Lender” " shall include Agent, Swing Loan Lender, Issuer or any Lender or any Issuer and any corporation or bank controlling Agent Agent, Swing Loan Lender or any Lender or any Issuer) and the office or branch where Agent Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any Eurodollar LIBOR Rate Loans Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent Agent, Swing Loan Lender or any Lender’s 's capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s 's, Swing Loan Lender's and each Lender’s 's policies with respect to capital adequacy) by an amount deemed by Agent Agent, Swing Loan Lender or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate Agent Agent, Swing Loan Lender or such Lender for such reduction. In determining such amount or amounts, Agent 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 Agent Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawApplicable Law, regulation rule, regulation, guideline or condition. (b) If any A certificate of Agent, Swing Loan Lender becomes entitled or such Lender setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent, Swing Loan Lender or such Lender with respect 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 ) when delivered 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In the event that the Agent or any Lender or any Issuer shall have determined that that(a) the introduction after the Effective Date of this Agreement of any applicable law, ruletreaty, rule or regulation or guideline regarding capital adequacy, or any change thereintherein after the Effective Date of this Agreement, or (b) any change after the Effective Date of this Agreement in the interpretation or administration thereof of any law, treaty, rule or regulation by any governmental authority, central bank or comparable agency charged with other governmental authority or (c) the interpretation or administration thereof, or compliance by Agent or any Lender or the Issuer with any Issuer guideline, request or directive from any central bank or other governmental authority (whether or not having the force of Law) after the Effective Date of this Agreement (for purposes of this Section 3.93.10, the term “Lender” shall include Agent, the Agent or any Lender or any Issuer and any corporation or bank controlling the Agent or any Lender or any Issuer) and the office or branch where the Agent or any Lender (as so defined) makes or maintains any Eurodollar Libor Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyLoans), has or would have the effect of reducing the rate of return on the Agent or any Lender’s capital as a consequence of its obligations hereunder to a level below that which the Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by the Agent or any Lender to be material, 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 Agent or such Lender for such reduction. In determining such amount or amounts, the Agent or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 3.10 shall be available to the Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition. (b) If any A certificate of the Agent or such Lender becomes entitled setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate the Agent or such Lender with respect to Section 3.9(a), it shall notify Borrowing Agent thereof within 180 days after such Lender becomes aware of 3.10(a) hereof when delivered to 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 Borrowers shall be conclusive presumed correct 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. If after the date hereof any Lender, Issuing Bank or the Administrative Agent determines that (a) In the event that Agent adoption of or change in any Lender or any Issuer shall have determined that any applicable law, governmental rule, regulation regulation, policy, guideline or guideline directive (whether or not having the force of law) regarding capital adequacy, or any change therein, requirements for bank holding companies or any change in the interpretation or administration application thereof by any governmental authority, central bank or comparable agency charged a Governmental Authority with the interpretation or administration thereofappropriate jurisdiction, or (b) compliance by such Lender, Issuing Bank or the Administrative Agent or any Lender corporation controlling such Lender, Issuing Bank or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, any Lender or any Issuer and any corporation or bank controlling Administrative 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 request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on Agent such Lender’s, Issuing Bank’s or the Administrative Agent’s commitment with respect to any Lender’s capital as a consequence of its obligations hereunder Loan or Reimbursement Obligations to a level below that which such Lender, Issuing Bank or the Administrative Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s, Issuing Bank’s or the Administrative Agent’s and each Lender’s then existing policies with respect to capital adequacyadequacy and assuming full utilization of such entity’s capital) by an any amount deemed by such Lender, Issuing Bank or the Administrative Agent or any Lender (as the case may be) to be material, thenthen such Lender, from time Issuing Bank or the Administrative Agent may notify the Borrowers of such fact. Each Borrower agrees to timepay such 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, Issuing Bank or the Administrative Agent (as the case may be) of a certificate in accordance with §3.6 hereof; provided, that the Borrowers shall not be obligated to 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 applicable law, regulation or condition. (b) If any 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 which were incurred by a Lender any of the Lenders, Issuing Bank or the Administrative Agent more than forty-five (45) days prior 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 on which such Lender, Issuing Bank or the Administrative Agent, as the case may be, had knowledge of such additional amounts. Each Lender becomes aware of the nature shall allocate such cost increases among its customers in good faith and extent of the claimon an equitable basis.

Capital Adequacy. (a) In the event that Agent Agent, Swing Loan Lender or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent Agent, Swing Loan Lender, Issuer or any Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender or any Issuer and any corporation or bank controlling Agent , Swing Loan Lender or any Lender or any Issuer) and the office or branch where Agent Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any Eurodollar LIBOR Rate Loans Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent Agent, Swing Loan Lender or any Lender’s capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent , Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s, Swing Loan Lender’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent Agent, Swing Loan Lender or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate Agent , Swing Loan Lender or such Lender for such reduction. In determining such amount or amounts, Agent 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 Agent Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawApplicable Law, regulation rule, regulation, guideline or condition. (b) If any A certificate of Agent, Swing Loan Lender becomes entitled or such Lender setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent , Swing Loan Lender or such Lender with respect 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 ) hereof when delivered 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In If any Lender shall have determined, after the event Effective Date, that Agent or any a Change in Law affecting such Lender or any Issuer shall have determined that any applicable lawlending office of such Lender, ruleif any, 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 Agent or any Lender or any Issuer (for purposes of this Section 3.9, the 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 request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency), has or would will have the effect of reducing the rate of return on Agent or any such Lender’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance Change in Law (taking into consideration Agent’s and each such Lender’s policies or the policies of its holding company with respect to capital adequacy) by an amount deemed by Agent or any such Lender to be material, then, then from time to time, within fifteen (15) days after written demand to Borrowers by such ▇▇▇▇▇▇ (made within one hundred eighty (180) days of such Lender becoming aware of the reason giving rise to such demand), with a copy to Agent, Borrowers shall pay upon demand to Agent or such Lender such additional amount or amounts as will shall compensate Agent or such Lender for such reduction. Each Lender shall designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount or amountsamount, Agent or such Lender may use any reasonable averaging or and attribution methods. Failure on the part of any Lender to demand compensation for any reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s rights to demand compensation for any reduction in return on capital in such period or in any other period. The protection of this Section 3.9 3.07 shall be available to Agent and each Lender regardless of any possible contention of the invalidity or inapplicability with respect to of the applicable law, regulation or condition. (b) If any 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 other condition that shall have notified Borrowing Agent that it will demand compensation not later than 180 days after the date on which the Lender becomes aware of the nature and extent of the claimbeen imposed.

Capital Adequacy. (a) In the event that Agent or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, Agent or any Lender or any Issuer and any corporation or bank controlling Agent or any Lender or any IssuerLender) and the office or branch where Agent or any Lender (as so defined) makes or maintains any Eurodollar Rate Loans ) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent or any Lender’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s and each Lender’s policies with respect to capital adequacy) by 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 applicable lawApplicable Law, regulation or condition. However, notwithstanding anything contained in the foregoing, neither Agent or any Lender shall make a demand on Borrowers for any additional amounts under this Section 3.9 unless Agent or such Lender (as applicable) shall have (to the extent Agent or such Lender is legally entitled to) requested payment of similar additional amounts from all of its borrowers and customers that are similarly situated to Borrowers. (b) If any A certificate of Agent or such Lender becomes entitled setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent or such Lender with respect 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 ) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error. Such certificate . (c) Notwithstanding anything to the contrary contained herein, the Borrowers shall outline not be required to compensate Agent or any Lender pursuant to this Section 3.9 for any reductions in reasonable detail return incurred more than 270 days prior to the computation of any amounts claimed by it hereunder and the assumptions underlying date that Agent or such computation. No Lender shall be entitled to any compensation hereunder unless it shall have notified notifies Borrowing Agent that it will demand of such law, rule, regulation or guideline giving rise to such reductions and of Agent’s or such Lender’s intention to claim compensation not later than 180 days after the date on which the Lender becomes aware of the nature and extent of the claimtherefore.

Capital Adequacy. (a) In the event that Agent or any Lender or any Issuer shall have determined that any applicable lawApplicable Law, rule, regulation or guideline regarding capital adequacyadequacy or liquidity, or any change therein, or any change in the interpretation interpretation, application or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, Agent or any Lender or any Issuer and any corporation or bank controlling Agent or any Lender or any IssuerLender) and the office or branch where Agent or any Lender (as so defined) makes or maintains any Eurodollar Rate SOFR Loans with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent or any Lender’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could would have achieved but for such adoption, change or compliance (taking into consideration Agent’s and each Lender’s policies with respect to capital adequacyadequacy or liquidity) by an amount reasonably deemed by Agent or any Lender to be material, then, from time to time, Borrowers Borrower 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 protections 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 lawApplicable Law, regulation or condition. Notwithstanding anything herein to the contrary, for all purposes under this Agreement, (x) the Dodd-Frank Wall 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 enacted, adopted or issued. (b) If any A certificate of Agent or such Lender becomes entitled setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent or such Lender with respect 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 ) when delivered to any additional amounts payable pursuant hereto submitted by a Lender to Borrowing Agent Borrower 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In the event that Agent Agent, Swing Loan Lender or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent Agent, Swing Loan Lender, Issuer or any Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender or any Issuer and any corporation or bank controlling Agent Agent, Swing Loan Lender or any Lender or any Issuer) and the office or branch where Agent Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any Eurodollar BSBYTerm SOFR Rate Loans Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent Agent, Swing Loan Lender or any Lender’s capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s, Swing Loan Lender’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent Agent, Swing Loan Lender or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent Agent, Swing Loan Lender or such Lender (on an after-tax basis) such additional amount or amounts as will compensate Agent Agent, Swing Loan Lender or such Lender for such reduction. In determining such amount or amounts, Agent 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 Agent Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawApplicable Law, regulation rule, regulation, guideline or condition. (b) If any A certificate of Agent, Swing Loan Lender becomes entitled or such Lender setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent, Swing Loan Lender or such Lender with respect 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 ) hereof when delivered 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In the event that Agent Agent, Swing Loan Lender, any Issuer or any Lender or any Issuer shall have determined that any applicable lawChange in Law, rule, regulation or any change in any guideline regarding capital adequacy, or any change therein, adequacy or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent Agent, Swing Loan Lender, any Issuer or any Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, any Issuer or any Lender or any Issuer and any corporation or bank controlling Agent Agent, Swing Loan Lender, any Issuer or any Lender or any Issuer) and the office or branch where Agent Agent, Swing Loan Lender, any Issuer or any Lender (as so defined) makes or maintains any Eurodollar LIBORTerm SOFR Rate Loans Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent Agent, Swing Loan Lender, any Issuer or any Lender’s capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent Agent, Swing Loan Lender, such Issuer or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s, Swing Loan Lender’s, such Issuer’s and each such Lender’s policies with respect to capital adequacy) by an amount deemed by Agent Agent, Swing Loan Lender, any Issuer or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent Agent, Swing Loan Lender, such Issuer or such Lender such additional amount or amounts as will compensate Agent Agent, Swing Loan Lender, such Issuer or such Lender for such reduction. In determining such amount or amounts, Agent Agent, Swing Loan Lender, such Issuer or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to Agent Agent, Swing Loan Lender, each Issuer and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawApplicable Law, regulation rule, regulation, guideline or condition. (b) If any A certificate of Agent, Swing Loan Lender, such Issuer or such Lender becomes entitled setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent, Swing Loan Lender, such Issuer or such Lender with respect 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 ) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error. Such certificate Failure or delay on the part of Agent, Swing Loan Lender, any Issuer or any Lender to demand compensation pursuant to this Section shall outline not constitute a waiver of the right of Agent, Swing Loan Lender, any Issuer or any Lender to demand such compensation; provided that Borrowers shall not be required to compensate Agent, Swing Loan Lender, any Issuer or any Lender pursuant to this Section for any reductions in reasonable detail return incurred more than 270 days prior to the computation date that Agent, Swing Loan Lender, such Issuer or such Lender notifies Borrowing Agent of such law, rule, regulation or guideline giving rise to such reductions and of the intention of Agent, Swing Loan Lender, such Issuer or such Lender to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any amounts claimed by it hereunder and law, rule, regulation or guideline that is retroactive, then the assumptions underlying such computation. No Lender 270 day period referred to above shall be entitled extended to any compensation hereunder unless it shall have notified Borrowing Agent that it will demand compensation not later than 180 days after include the date on which the Lender becomes aware period of the nature and extent of the claimretroactive effect thereof.

Capital Adequacy. If (ai) In the event that Agent enactment or any Lender or any Issuer shall have determined that any applicable law, rule, regulation or guideline regarding capital adequacypromulgation of, or any change thereinor phasing in of, any United States or any change foreign law or regulation or in the interpretation or administration thereof by any governmental authorityGovernmental Authority charged with the administration thereof, (ii) compliance with any directive or guideline from any central bank or comparable agency charged with the interpretation United States or administration thereof, or compliance by Agent or any Lender or any Issuer (for purposes of this Section 3.9, the 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 request or directive regarding capital adequacy foreign Governmental Authority (whether or not having the force of law) promulgated or made after the date hereof, or (iii) compliance with the Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System as set forth in 12 CFR Parts 208 and 225, or of the Comptroller of the Currency, Department of the Treasury, as set forth in 12 CFR Part 3, or similar legislation, rules, guidelines, directives or regulations under any such authority, central bank applicable United States or comparable agency, has foreign Governmental Authority affects or would affect the amount of capital required to be maintained by a Lender (or any lending office of such Lender) or any corporation directly or indirectly owning or controlling such Lender or imposes any restriction on or otherwise adversely affects such Lender (or any lending office of such Lender) or any corporation directly or indirectly owning or controlling such Lender and such Lender shall have reasonably determined that such enactment, promulgation, change or compliance has the effect of reducing the rate of return on Agent such Lender's capital or the asset value to such Lender of any Lender’s capital Loan made by such Lender as a consequence consequence, directly or indirectly, of its obligations hereunder to make and maintain the funding of its Loans at a level below that which Agent or such Lender could have achieved but for such adoptionenactment, promulgation, change or compliance (after taking into consideration Agent’s and each account such Lender’s 's policies with respect to regarding capital adequacy) by an amount deemed by Agent or any such Lender to be material, then, from time to time, Borrowers shall pay upon demand by such Lender, the Borrower shall promptly pay to Agent or such Lender such additional amount or amounts as will shall be sufficient to compensate Agent or such Lender for such reductionreduction in such rate of return or asset value. In determining A certificate in reasonable detail as to such amounts submitted to the Borrower and the Agent setting forth the determination of such amount or amounts, Agent or amounts that will compensate such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 for such reductions shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition. (b) If any 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 presumed correct absent manifest error. Such certificate shall outline in reasonable detail the computation of No failure by 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 for such amounts hereunder shall constitute a waiver of such Lender's right to demand such compensation at any time. Such Lender shall, however, use reasonable efforts to notify the Borrower of such claim within 90 days after the date on which the officer of such Lender becomes aware having primary responsibility for this Agreement has obtained knowledge of the nature and extent events giving rise to such claim. The obligations of the claimBorrower under this Section shall survive the termination of the Agreement and the Aggregate Commitments and the payment of the Notes and all other amounts payable under the Loan Documents.

Capital Adequacy. (a) In the event that Agent or If any Lender or any Issuer shall have determined Participant or Assignee in the Loan determines that compliance with any applicable law, rule, law or regulation or with any guideline regarding capital adequacy, or request from any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable other governmental agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender or any Issuer (for purposes of this Section 3.9, the 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 request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has affects or would have adversely affect the effect amount of reducing the rate of return on Agent capital required or expected to be maintained by such Lender, such Participant or such Assignee, or any corporation controlling such Lender’s capital , such Participant or such Assignee, as a consequence of its obligations hereunder to a level below that which Agent of, or with reference to, such Lender’s, such Participant’s or such Lender Assignee’s or such corporation’s commitments or its making or maintaining advances below the rate which such Lender, such Participant or 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 Agent’s and each account the policies of such Lender’s policies , such Participant or such Assignee or corporation with respect regard to capital adequacy) by an amount deemed by Agent or any Lender to be materialcapital), thenthen Borrower shall, from time to time, Borrowers shall pay upon within ninety (90) calendar days after written demand to Agent by such Lender, such Participant or such Lender Assignee, pay to such additional amount or amounts as will compensate Agent Lender, such Participant or such Lender for Assignee additional amounts sufficient to compensate such reduction. In determining Lender, such amount or amounts, Agent Participant or such Lender may use any reasonable averaging Assignee 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 such corporation controlling such Lender, such Participant or inapplicability with respect such Assignee to the applicable lawextent that such Lender, regulation such Participant or condition. (b) If any Lender becomes entitled such Assignee determines such increase in capital is allocable to claim any compensation pursuant to Section 3.9(a)such Lender’s, it shall notify Borrowing Agent thereof within 180 days after such Lender becomes aware of the nature and extent of Participant’s or such claim and shall notify Agent thereofAssignee’s obligations hereunder. A certificate as to any additional amounts payable pursuant hereto such amounts, submitted to Borrower by a Lender to Borrowing Agent such Lender, such Participant or such Assignee, shall be conclusive and binding for all purposes, 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In the event that the Agent or any Lender or any Issuer shall have determined that that, (a) the introduction after the date of this Agreement of any applicable law, ruletreaty, regulation rule or guideline regarding capital adequacyregulation, or any change thereintherein after the date of this Agreement, or (b) any change after the date of this Agreement in the interpretation or administration thereof of any law, treaty, rule or regulation by any governmental authority, central bank or comparable agency charged with other governmental authority or (c) the interpretation or administration thereof, or compliance by Agent or the Agent, any Lender or the Issuer with any Issuer guideline, request or directive from any central bank or other governmental authority (whether or not having the force of Law) after the date of this Agreement (for purposes of this Section 3.9, the term “Lender” shall include Agent, the Agent or any Lender or any Issuer and any corporation or bank controlling the Agent or any Lender or any IssuerLender) and the office or branch where the Agent or any Lender (as so defined) makes or maintains any Eurodollar Libor Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyLoans, has or would have the effect of reducing the rate of return on the Agent or any Lender’s capital as a consequence of its obligations hereunder to a level below that which the Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by the Agent or any Lender to be material, 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 Agent or such Lender for such reduction. In determining such amount or amounts, the Agent or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to the Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition. (b) If any A certificate of the Agent or such Lender becomes entitled setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate the Agent or such Lender with respect to Section 3.9(a), it shall notify Borrowing Agent thereof within 180 days after such Lender becomes aware of ) hereof when delivered to 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 Borrowers shall be conclusive presumed correct 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In If any Lender shall have determined, after the event Closing Date, that Agent or any a Change in Law affecting such Lender or any Issuer shall have determined that any applicable lawlending office of such Lender, ruleif any, 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 Agent or any Lender or any Issuer (for purposes of this Section 3.9, the 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 request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency), has or would will have the effect of reducing the rate of return on Agent or any such Lender’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance Change in Law (taking into consideration Agent’s and each such Lender’s policies or the policies of its holding company with respect to capital adequacy) by an amount deemed by Agent or any such Lender to be material, then, then from time to time, Borrowers within fifteen (15) days after demand by such Lender (made within one hundred eighty (180) days of such Lender becoming aware of the reason giving rise to such demand), with a copy to Agent, Borrower shall pay upon demand to Agent or such Lender such additional amount or amounts as will shall compensate Agent or such Lender for such reduction. Each Lender shall designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount or amountsamount, Agent or such Lender may use any reasonable averaging or and attribution methods. Failure on the part of any Lender to demand compensation for any reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s rights to demand compensation for any reduction in return on capital in such period or in any other period. The protection of this Section 3.9 3.07 shall be available to Agent and each Lender regardless of any possible contention of the invalidity or inapplicability with respect to of the applicable law, regulation or condition. (b) If any 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 other condition that shall have notified Borrowing Agent that it will demand compensation not later than 180 days after the date on which the Lender becomes aware of the nature and extent of the claimbeen imposed.

Capital Adequacy. (a) In If after the event that date of this Agreement, the Agent or any Lender or any Issuer shall have determined that the adoption or effectiveness of any applicable law, rule, rule or regulation or guideline regarding capital adequacyadequacy of general applicability, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Agent or any Lender or any Issuer (for purposes of this Section 3.9, the 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 request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent the Agent's or any Lender’s 's capital as a consequence of its obligations hereunder to a level below that which the Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent’s and each 's or such Lender’s 's policies with respect to capital adequacy) by an amount deemed by the Agent or any such Lender to be material, then, then from time to time, Borrowers the Borrower shall pay upon demand to the Agent or such Lender such additional amount or amounts as will compensate the Agent or such Lender for such reduction. In determining . (b) A certificate of the Agent or such Lender setting forth such amount or amountsamounts as shall be necessary to compensate the Agent or such Lender as specified in Section 5.14(a) 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 shown as due on any such certificate within fourteen (14) Business Days after the Agent or such Lender delivers such certificate. In preparing such certificate, the Agent or such Lender may employ such assumptions and allocations of costs and expenses as it shall in good ▇▇▇▇▇ ▇▇▇▇ reasonable and may use any reasonable averaging or and 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 applicable law, regulation or conditionmethod. (b) If any 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In the event that Agent Agent, Swing Loan Lender or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding liquidity or capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent Agent, Swing Loan Lender, Issuer or any Lender or any Issuer (for purposes of this Section 3.9, the term “"Lender” " shall include Agent, Swing Loan Lender, Issuer or any Lender or any Issuer and any corporation or bank controlling Agent , Swing Loan Lender or any Lender or any Issuer) and the office or branch where Agent , Swing Loan Lender or any Lender (as so defined) makes or maintains any Eurodollar Term SOFR Rate Loans Loans) with any request or directive regarding liquidity or capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent Agent, Swing Loan Lender or any Lender’s 's capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent , Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s 's, Swing Loan Lender's and each Lender’s 's policies with respect to liquidity or capital adequacy) by an amount deemed by Agent Agent, Swing Loan Lender or any Lender to be material, then, from time to time, Borrowers shall pay upon demand pay, within ten (10) days after receipt of a certificate pursuant to Agent Section 3.9(b), to Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate Agent Agent, Swing Loan Lender or such Lender for such reduction. In determining such amount or amounts, Agent 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 Agent Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawApplicable Law, regulation rule, regulation, guideline or condition. (b) If any . A certificate of Agent, Swing Loan Lender becomes entitled or such Lender setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent , Swing Loan Lender or such Lender with respect 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 ) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error. Such certificate Failure or delay on the part of Agent, Swing Loan Lender or such Lender to demand compensation pursuant to this Section shall outline not constitute a waiver of Agent’sAgent's, Swing Loan Lender’sLender's or such ▇▇▇▇▇▇’▇▇▇▇▇▇▇'▇ right to demand such compensation; provided that the Borrowers shall not be required to compensate Agent, Swing Loan Lender or such Lender pursuant to this Section for any increased costs incurred or reductions suffered more than one hundred eighty (180) days prior to the date that Agent, Swing Loan Lender or such Lender, as the case may be, notifies the Borrowers of the event or Change in reasonable detail Law giving rise to such increased costs or reductions, and of such Agent’sAgent's, Swing Loan ▇▇▇▇▇▇’▇▇▇▇▇▇▇'▇ or such ▇▇▇▇▇▇’▇▇▇▇▇▇▇'▇ intention to claim compensation therefor (except that, if the computation of any amounts claimed by it hereunder and Change in Law giving rise to such increased costs or reductions is retroactive, then the assumptions underlying such computation. No Lender one hundred eighty (180) day period referred to above shall be entitled extended to any compensation hereunder unless it shall have notified Borrowing Agent that it will demand compensation not later than 180 days after include the date on which the Lender becomes aware period of the nature and extent of the claimretroactive effect thereof).

Capital Adequacy. (a) In the event that Lead Agent or any Lender shall promptly notify Borrower if any Lender or any Issuer Lead Agent shall have determined that any applicable lawlaw enacted by the United States, any federal agency, any state, or political subdivision thereof, including any rule, regulation regulation, guideline, directive or guideline request regarding capital adequacyrequirements for banks or bank holding companies or subsidiaries of bank holding companies, or any change therein, therein or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency in the United States charged with the interpretation or administration thereof, or compliance by Agent or any Lender or Lead Agent with any Issuer (for purposes of this Section 3.9the foregoing, the term “Lender” shall include Agent, imposes or increases a requirement by any Lender or any Issuer and any corporation Lead Agent to allocate capital resources to the Commitment of such Lender to make or bank controlling Agent issue, or any to the maintenance by such Lender or any Issuer) Lead Agent of, Advances and the office obligations in respect of Letters of Credit hereunder, and such Lender or branch where Lead Agent or any Lender (as so defined) makes or maintains any Eurodollar Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or determined in good faith that would have the effect of reducing the rate of return on the capital of such Lender or Lead Agent or any Lender’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender or Lead Agent could have achieved but for such adoption, change or compliance (taking into consideration Agent’s and each Lender’s the then existing policies of such Lender or Lead Agent with respect to capital adequacyadequacy and assuming full utilization of the capital of such Lender or Lead Agent) but for such applicability, change, interpretation, administration or compliance, by an any amount deemed in good faith by such Lender or Lead Agent or any Lender to be material, thenand which is not reflected in an increase in the Prime Rate or LIBOR, from time to time, Borrowers shall pay upon demand to Agent or as the case may be. Borrower and such Lender such additional amount or amounts as shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate Agent or such Lender for such reductionmodification. If Borrower and such Lender are unable to agree to such adjustment within ninety (90) days of the day on which Borrower shall receive such written notice, then commencing on the date of such notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), then the fees payable hereunder shall increase by an amount which will, in the reasonable determination of such Lender, compensate such Lender for such modification. In determining such the amount or amountsof income, Agent or such Lender may use any reasonable averaging and equitable methods of averaging, allocating or attribution methodsattributing such modification among its customers. The protection affected Lender shall deliver to Borrower a certificate demonstrating the calculation of this Section 3.9 the amount of such increased fees. Borrower shall be available required to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to pay the applicable law, regulation or condition. increased amount within fifteen (b15) If any 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 its receipt 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 on which the Lender becomes aware of the nature and extent of the claimcertificate.

Capital Adequacy. (a) In the event that Agent or any If Lender or any Issuer shall have determined determined, after the closing of the Loans, that the adoption of 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 Agent or any Lender or any Issuer (for purposes of this Section 3.9, the 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 definedor its lending office) makes or maintains any Eurodollar Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) issued after the date hereof of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent or any Lender’s capital (or the capital of its holding company) as a consequence of its obligations hereunder to a level below that which Agent Lender (or such Lender its holding company) could have achieved but for such adoption, change or compliance (taking into consideration Agent’s and each Lender’s policies or the policies of its holding company with respect to capital adequacy) by an amount deemed by Agent or any Lender to be material, then, then from time to time, Borrowers within fifteen (15) days after demand by Lender, Borrower shall pay upon demand to Agent or such Lender such additional amount or amounts as will compensate Agent Lender (or such Lender its holding company) for such reduction. Lender shall designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lender, be otherwise disadvantageous to Lender. A certificate of Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount or amountsamount, Agent or such Lender may use any reasonable averaging or and attribution methods. Failure on the part of Lender to demand compensation for any reduction in return on capital with respect to any period shall not constitute a waiver of Lender’s rights to demand compensation for any reduction in return on capital in such period or in any other period. The protection of this Section 3.9 shall be available to Agent and each Lender regardless of any possible contention of the invalidity or inapplicability with respect to of the applicable law, regulation or condition. (b) If any Lender becomes entitled to claim any compensation pursuant to Section 3.9(a), it other condition that 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 have been imposed but if so held invalid or inapplicable an adjustment shall be conclusive absent manifest error. Such certificate shall outline in reasonable detail the computation of made with respect any amounts claimed by it hereunder and the assumptions underlying period subsequent thereto, if Borrower has paid or would otherwise be paying such computation. No Lender shall be entitled to any additional compensation hereunder unless it shall have notified Borrowing Agent that it will demand compensation not later than 180 days after the date on which the Lender becomes aware of the nature and extent of the claimfor such period.

Capital Adequacy. If at any time any Lender determines that (a) In the event that Agent adoption of, or any Lender change in or in the interpretation of, any Issuer shall have determined that law, treaty or governmental rule, regulation or order after the Closing Date regarding capital adequacy, (b) compliance with any applicable such law, treaty, rule, regulation or order enacted after the Closing Date or (c) compliance with any guideline regarding capital adequacy, or request or directive from 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 Agent or any Lender or any Issuer (for purposes of this Section 3.9, the 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 request or directive regarding capital adequacy other Governmental Authority (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would enacted after the Closing Date shall have the effect of reducing the rate of return on Agent such Lender’s (or any corporation controlling such Lender’s ’s) capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which Agent such Lender or such Lender corporation could have achieved but for such adoption, change change, compliance or compliance (taking into consideration Agent’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent or any Lender to be materialinterpretation, then, upon demand from time to time by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to timetime as specified by such Lender, Borrowers shall pay upon demand additional amounts sufficient 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 applicable law, regulation or condition. (b) If any 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 such amounts payable pursuant hereto submitted to the Borrower and the Administrative Agent by a such Lender to Borrowing Agent shall be conclusive and binding for all purposes absent manifest error. Such certificate The agreements contained in this Section 2.15 shall outline in reasonable detail survive the computation termination of any amounts claimed by it hereunder this Agreement and the assumptions underlying payment of all amounts payable hereunder; provided, however, that the Borrower shall not be required to compensate a Lender pursuant to this Section 2.15 for any 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 increased cost or reduction incurred more than 180 days after prior to the date on which that such Lender demands, or notifies the Lender becomes aware Borrower of its intention to demand, compensation therefor; provided, that, if the nature and extent circumstance giving rise to such increased cost or reduction is retroactive, then such 180-day period referred to above shall be extended to include the period of the claimretroactive effect thereof.

Capital Adequacy. (a) In the event that Agent or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, Agent or any Lender or any Issuer and any corporation or bank controlling Agent or any Lender or any IssuerLender) and the office or branch where Agent or any Lender (as so defined) makes or maintains any Eurodollar Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent or any Lender’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent or any Lender to be material, then, from time to time, Borrowers Borrower shall pay upon demand to Agent or such Lender such additional amount or amounts as will compensate Agent or such Lender for such reduction; provided, however, it is understood and agreed that the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (Pub. L. 111-203, H.R. 4173), all Laws relating thereto, all interpretations and applications thereof and any compliance by the Agent or any Lender with any request or directive relating thereto shall, for the purposes of this Agreement, be deemed to be adopted subsequent to the date hereof. 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 applicable law, regulation Applicable Law or condition. (b) If any A certificate of Agent or such Lender becomes entitled setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent or such Lender with respect 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 ) hereof when delivered to any additional amounts payable pursuant hereto submitted by a Lender to Borrowing Agent Borrower 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In the event that Agent or any Lender or any Issuer participant hereunder (or any financial institution which may from time to time become a participant or lender hereunder) shall have determined in the exercise of its reasonable business judgement that subsequent to the Closing Date any change in 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 Agent or any Lender or any Issuer (for purposes of this Section 3.9, the 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 such participant with any new request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent Lender's or any Lender’s such participant's capital as a consequence of its obligations hereunder to a level below that which Agent Lender or such Lender participant could have achieved but for such adoption, change or compliance (taking into consideration Agent’s and each Lender’s Lender or such participant's policies with respect to capital adequacy) by an amount reasonably deemed by Agent Lender or any Lender such participant to be material, then, from time to time, Borrowers Borrower shall pay upon no later than five days following demand to Agent Lender or such Lender participant such additional amount or amounts as will compensate Agent Lender or such Lender participant for such reduction. In determining such amount or amounts, Agent Lender or such Lender participant may use any reasonable averaging or attribution methods. The protection of this Section 3.9 3.5 shall be available to Agent and each Lender or such participant regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition. (b) If any 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 of Lender or such participant setting forth such amount or amounts as shall be necessary to any additional amounts payable pursuant hereto submitted by a compensate Lender or such participant with respect to Borrowing Agent this Section 3.5 and the calculation thereof when delivered to Borrower shall be conclusive on Borrower absent manifest error. Such certificate shall outline Notwithstanding anything in reasonable detail this paragraph to the computation of any contrary, in the event Lender or such participant has exercised its rights pursuant to this paragraph, and subsequent thereto determines that the additional amounts claimed paid by it hereunder and Borrower in whole or in part exceed the assumptions underlying amount which Lender or such computation. No Lender participant actually required pursuant hereto, the excess, if any, shall be entitled returned to any compensation hereunder unless it shall have notified Borrowing Agent that it will demand compensation not later than 180 days after the date on which the Borrower by Lender becomes aware of the nature and extent of the claimor such participant.

Capital Adequacy. (a) In the event that Agent Agent, Swing Loan Lender or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent Agent, Swing Loan Lender, Issuer or any Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender or any Issuer and any corporation or bank controlling Agent Agent, Swing Loan Lender or any Lender or any Issuer) and the office or branch where Agent Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any Eurodollar LIBOR Rate Loans Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent Agent, Swing Loan Lender or any Lender’s capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent Agent, Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s, Swing Loan Lender’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent Agent, Swing Loan Lender or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent Agent, Swing Loan Lender or such Lender (on an after-tax basis) such additional amount or amounts as will compensate Agent Agent, Swing Loan Lender or such Lender for such reduction. In determining such amount or amounts, Agent 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 Agent Agent, Swing Loan Lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawApplicable Law, regulation rule, regulation, guideline or condition.. 147420493 (b) If any A certificate of Agent, Swing Loan Lender becomes entitled or such Lender setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent, Swing Loan Lender or such Lender with respect 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 ) hereof when delivered 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In the event that Agent Agent, Swing Loan Lender, Issuer, or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent Agent, Swing Loan Lender, Issuer, or any Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer, or any Lender or any Issuer and any corporation or bank controlling Agent Agent, Swing Loan Lender or any Lender or any Issuer) and the office or branch where Agent Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any Eurodollar LIBOR Rate Loans Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent Agent’s, Swing Loan Lender’s, Issuer’s, or any Lender’s capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent Agent, Swing Loan Lender, Issuer, or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s, Swing Loan Lender’s, Issuer’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent Agent, Swing Loan Lender, Issuer, or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent Agent, Swing Loan Lender, Issuer, or such Lender such additional amount or amounts as will compensate Agent Agent, Swing Loan Lender, Issuer, or such Lender for such reduction. In determining such amount or amounts, Agent Agent, Swing Loan Lender, Issuer, or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to Agent Agent, Swing Loan Lender, Issuer, and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawApplicable Law, regulation rule, regulation, guideline or condition. (b) If any A certificate of Agent, Swing Loan Lender, Issuer, or such Lender becomes entitled setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent, Swing Loan Lender, Issuer, or such Lender with respect 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 ) hereof when delivered 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In the event that Administrative Agent or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Administrative Agent or any Lender or any Issuer (for purposes of this Section 3.93.7, the term “Lender” shall include Agent, Administrative Agent or any Lender or any Issuer and any corporation or bank controlling Administrative Agent or any Lender or any Issuer) and the office or branch where Administrative Agent or any Lender (as so defined) makes or maintains any Eurodollar LIBOR Rate Loans Loans) with any request or directive regarding capital adequacy (whether or not having the force of lawLaw) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Administrative Agent or any Lender’s capital as a consequence of its obligations hereunder to a level below that which Administrative Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Administrative Agent’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Administrative Agent or any Lender to be material, then, from time to time, Borrowers Borrower shall pay upon demand to Administrative Agent or such Lender such additional amount or amounts as will compensate Administrative Agent or such Lender for such reduction. In determining such amount or amounts, Administrative Agent or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 3.7 shall be available to Administrative Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable lawApplicable Law, regulation rule, regulation, guideline or condition. (b) If any A certificate of Administrative Agent or such Lender becomes entitled setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Administrative Agent or such Lender with respect 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 3.7(a) hereof when delivered to any additional amounts payable pursuant hereto submitted by a Lender to Borrowing Agent Borrower 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In If after the event that date of this Agreement, the Agent or any Lender or any Issuer shall have determined that the adoption or effectiveness of any applicable law, rule, rule or regulation or guideline regarding capital adequacyadequacy of general applicability, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Agent or any Lender or any Issuer (for purposes of this Section 3.9, the 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 request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent the Agent's or any Lender’s 's capital as a consequence of its obligations hereunder to a level below that which the Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent’s and each 's or such Lender’s 's policies with respect to capital adequacy) by an amount deemed by the Agent or any such Lender to be material, then, then from time to time, Borrowers the Borrower shall pay upon demand to the Agent or such Lender such additional amount or amounts as will compensate the Agent or such Lender for such reduction. In determining . (b) A certificate of the Agent or such Lender setting forth such amount or amountsamounts as shall be necessary to compensate the Agent or such Lender as specified in Section 5.14(a) 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 shown as due on any such certificate within fourteen (14) Business Days after the Agent or such Lender delivers such certificate. In preparing such certificate, the Agent or such Lender may employ such assumptions and allocations of costs and expenses as it shall in good f▇▇▇▇ ▇▇▇▇ reasonable and may use any reasonable averaging or and 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 applicable law, regulation or conditionmethod. (b) If any 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In the event that Agent Agent, Swing Loan Lender or any Lender or any Issuer shall have determined that any applicable law, rule, regulation Applicable Law or guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent Agent, Swing Loan Lender, Issuer or any Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender or any Issuer and any corporation or bank controlling Agent , Swing Loan Lender or any Lender or any Issuer) and the office or branch where Agent , Swing Loan Lender or any Lender (as so defined) makes or maintains any Eurodollar LIBOR Rate Loans Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent Agent, Swing Loan Lender or any Lender’s capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent , Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s, Swing Loan Lender’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent Agent, Swing Loan Lender or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent , Swing Loan Lender or such Lender such additional amount or amounts as will compensate Agent , Swing Loan Lender or such Lender for such reduction. In determining such amount or amounts, Agent 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 Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition.averaging (b) If any A certificate of Agent, Swing Loan Lender becomes entitled or such Lender setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent , Swing Loan Lender or such Lender with respect 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 ) hereof when delivered 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In the event that Agent If any present or any Lender or any Issuer shall have determined that any applicable future law, governmental ---------------- rule, regulation or regulation, policy, 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 Agent or any Lender or any Issuer (for purposes of this Section 3.9, the 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 request or directive regarding capital adequacy (whether or not having the force of law) or the interpretation thereof by a court or governmental authority with appropriate jurisdiction affects the amount of capital required or expected to be maintained by any such authorityFunding Party or the Agent, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent or any Lender’s capital as a consequence of its obligations hereunder to a level below that which corporation controlling such Funding Party or the Agent or and such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s and each Lender’s policies with respect to the Agent determines that the amount of capital adequacy) by an amount deemed by Agent or any Lender required to be material, then, from time to time, Borrowers shall pay maintained by it is increased by or based upon demand to Agent the existence of such Funding Party's 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 the Agent's commitment with respect to the applicable lawfacility established hereunder or the Fundings made, regulation issued, maintained, extended or condition. renewed pursuant hereto, then such Funding Party or the Agent may notify the Lessee of such fact. To the extent that the costs of such increased capital requirements are not reflected in the Alternative Rate or Eurodollar Rate, or in amounts paid or payable by the Lessee pursuant to Section 7.5(a) or (b) If any Lender becomes entitled hereof, the Lessee and such Funding Party or -------------- --- (as the case may be) the Agent shall thereafter attempt to claim any compensation pursuant to Section 3.9(a)negotiate in good faith, it shall notify Borrowing Agent thereof within 180 thirty (30) days after such Lender becomes aware of the nature day on which the Lessee receives such notice, an adjustment payable hereunder which will adequately compensate such Funding Party or the Agent in light of these circumstances. If the Lessee and extent such Funding Party or the Agent are unable to agree to such adjustment within thirty (30) days 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 on which the Lessee 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 Funding Party's or the Agent's reasonable determination, provide adequate compensation. Each Funding Party and the Agent shall allocate such cost increases among its customers in good faith and on an equitable basis. For the purposes of Section 7.5, any costs reimbursed ----------- to SunTrust Bank as a Lender becomes aware shall not be reimbursable to SunTrust Bank as Agent, and to the extent that costs attributable to the Lessor's or any Lender's Funded Amount are reimbursed by such Lender to the Agent, such costs shall not be reimbursable by the Lessor or the Lessee to the Agent and any costs reimbursed to the Agent which are attributable to the Commitment or Funded Amounts of the nature and extent Lessor or any Lender shall not be reimbursed to the Lessor or such Lender. Notwithstanding anything to the contrary contained in this Section 7.5(c), in the event that the Agent or -------------- any Funding Party shall fail to notify the Lessee of any such costs of increased capital requirements within one hundred twenty (120) days following the claimAgent's or such Funding Party's determination thereof, the Agent or, as the case may be, such Funding Party shall not be entitled to claim any additional amounts pursuant to this Section 7.5(c) for any period ending on a date which is prior -------------- to one hundred twenty (120) days before such notification.

Capital Adequacy. If after the date hereof any Lender or Liquidity ---------------- Provider to such Lender or the Administrative Agent determines that (a) In the event that Agent adoption of or change in any Lender or any Issuer shall have determined that any applicable law, governmental rule, regulation regulation, policy, guideline or guideline directive (whether or not having the force of law) regarding capital adequacyrequirements for Lenders, Liquidity Providers or any change therein, financial holding companies or any change in the interpretation or administration application thereof by any governmental authority, central bank or comparable agency charged a Governmental Authority with the interpretation or administration thereofappropriate jurisdiction, or (b) compliance by such Lender or its Liquidity Provider or the Administrative Agent or any corporation controlling such Lender or any Issuer (for purposes of this Section 3.9, its Liquidity Provider or the term “Lender” shall include Agent, any Lender or any Issuer and any corporation or bank controlling Administrative 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 request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on Agent such Lender's or any Lender’s capital as a consequence of its obligations hereunder Liquidity Provider's or the Administrative Agent's commitment with respect to the Loan to a level below that which Agent or 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 or the Administrative Agent’s and each Lender’s 's then existing policies with respect to capital adequacyadequacy and assuming full utilization of such entity's capital) by an any amount deemed by such Lender or its Liquidity Provider or (as the case may be) the Administrative Agent or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent or then such Lender or the Administrative Agent may notify the Borrower of such additional amount or amounts as will compensate Agent or fact. The Borrower agrees to pay such Lender or (as the case may be) the Administrative Agent for the amount of such reduction. In determining reduction in the return on capital as and when such amount or amounts, Agent or reduction is determined upon presentation by such Lender or (as the case may use any reasonable averaging be) the Administrative Agent of a certificate in accordance with (S)3.9 hereof. Each Lender or attribution methods. The protection of this Section 3.9 its Liquidity Provider shall be available to Agent allocate such cost increases among its customers in good faith and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or conditionon an equitable basis. (b) If any 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In If either (i) the event that Agent or any Lender or any Issuer shall have determined that any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein, introduction of or any change in or in the interpretation or administration thereof by any governmental authority, Official Body of any law or regulation or (ii) compliance by any Affected Party with any directive or request from any central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender or any Issuer (for purposes of this Section 3.9, the 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 request or directive regarding capital adequacy other Official Body (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Purchaser’s agreement to purchase Mortgage Loans hereunder (or Agent’s agreement to purchase on behalf of such authority, central bank Purchaser as principal) and other similar agreements or comparable agency, has or facilities and such event would have the effect of reducing the rate of return on Agent or any Lender’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s and each Lender’s policies with respect to capital adequacy) Affected Party by an amount deemed by Agent or any Lender such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the 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 for the account of such Affected Party from time to time, Borrowers shall pay upon demand to Agent as specified by such Affected Party or such Lender Group Agent, additional amounts sufficient to compensate such additional amount or amounts as will compensate Agent Affected Party in light of such circumstances, to the extent that such Affected Party or such Lender for Group Agent on behalf of such reduction. In determining Affected Party reasonably determines such amount or amounts, Agent or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall increase in capital to be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect attributable to the existence of the applicable lawPurchaser’s agreements hereunder. For the avoidance of doubt, regulation a change in, or conditionchange 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 Lender becomes entitled 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 claim 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 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 Section 3.9(aParagraph 6(a) or Paragraph 6(b). Each Purchaser will designate a different funding office if such designation will avoid the need for, it shall notify Borrowing Agent thereof within 180 days after or reduce the amount of, such Lender becomes aware of compensation and will not, in the nature and extent judgment of such claim Purchaser, be otherwise disadvantageous to it. In determining the amount of such compensation, such Purchaser may use any reasonable averaging and attribution methods. The applicable Purchaser or Group Agent on its behalf shall notify Agent thereof. A promptly submit to the Sellers 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 describing such compensation but 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 no event later than 180 days after the date on circumstances described in the preceding paragraphs (a) or (b) first arise setting forth the calculation and methods in reasonable detail, which certificate shall be conclusive in the Lender becomes aware absence of the nature and extent of the claimmanifest error.

Capital Adequacy. (a) In If after the event that Agent or date hereof any Lender or the Administrative Agent determines that (i) the adoption of or change in any Issuer shall have determined that any applicable law, governmental rule, regulation regulation, policy, guideline or guideline directive (whether or not having the force of law) regarding capital adequacy, or any change therein, liquidity requirements for banks or bank holding companies or any change in the interpretation or administration application thereof by any a court or governmental authority, central bank or comparable agency charged authority with the interpretation or administration thereofappropriate jurisdiction, or (ii) compliance by such Lender or the Administrative Agent or any Person controlling such Lender or any Issuer (for purposes of this Section 3.9, the term “Lender” shall include Agent, any Lender or any Issuer and any corporation or bank controlling Administrative 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 request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Person regarding capital adequacy or liquidity (with respect to the foregoing clauses (i) and (ii), regardless of the date enacted, adopted or issued including, without limitation: (x) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ 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, central bank or comparable agencyin each case pursuant to Basel III), has or would have the effect of reducing the rate of return on Agent or any such Lender’s capital as a consequence of its obligations hereunder or the Administrative Agent’s Commitments with respect to any Loans 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 Lender’s or the Administrative Agent’s and each Lender’s then existing policies with respect to capital adequacyadequacy and liquidity and assuming full utilization of such entity’s capital) by an any amount deemed by such Lender or (as the case may be) the Administrative Agent or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent or then such Lender or the Administrative Agent may notify the Borrower Representative of such additional fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate or amounts as will compensate Agent or the LIBOR Rate, the Borrowers jointly and severally agree to pay such Lender or (as the case may be) the Administrative Agent for the amount of such reduction. In determining reduction in the return on capital as and when such amount or amounts, Agent or reduction is determined within thirty (30) days of presentation by such Lender or (as the case may use any reasonable averaging or attribution methodsbe) the Administrative Agent of a certificate in accordance with §4.8 hereof. 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 applicable law, regulation or condition. (b) If any 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 Each 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 allocate such cost increases among its customers in good faith and on which the Lender becomes aware of the nature and extent of the claiman equitable basis.

Capital Adequacy. If (a) In the event that Agent adoption or effectiveness after the Effective Date of, or any Lender or any Issuer shall have determined that change after the Effective Date in, any applicable law, rule, rule or regulation or guideline regarding capital adequacy, or any change therein, or any change in after the interpretation or administration thereof Effective Date by any governmental authority, Governmental Authority (including any central bank or comparable agency agency) charged with the interpretation or administration thereofthereof in the interpretation or administration of any applicable law, rule or regulation regarding capital adequacy, or (b) compliance by Agent or any Relevant Lender or any Issuer (for purposes of this Section 3.9, the 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 its parent with any direction, request or directive requirement regarding capital adequacy (whether or not having the force of law) of any such authority, Governmental Authority (including any central bank or comparable agency), has or would have the effect of reducing the rate of return on Agent such Lender's (or any Lender’s parent's) capital or assets as a consequence of its commitments or obligations hereunder otherwise than as a result of Taxes to a level below that which Agent such Lender, or such Lender its parent, could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration Agent’s and each such Lender’s 's (or parent's) policies with respect to capital adequacy), then such Lender or Lenders shall give prompt written notice thereof (setting forth the computations in reasonable detail) by an amount deemed by to the Administrative Agent or any Lender and the Administrative Agent shall give prompt written notice thereof to the Relevant Borrower, and such Borrower shall be material, then, from time obligated to time, Borrowers shall pay upon demand to Agent or each such Lender such additional amount or amounts as will compensate Agent or such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such reduction. In determining such amount or amounts, Agent or Each determination by any such Lender may use of any reasonable averaging amount owing under this Section 3.14 shall, absent manifest error, be conclusive and binding on the parties hereto. Any Lender entitled to a payment under this Section 3.14 shall, in conjunction with the notice referred to above, provide to the Relevant Borrower a photocopy of the relevant law, rule, guideline, regulation, treaty or attribution methodsdirective. The protection Lender shall, at the written request of the Relevant Borrower, take such steps as the Lender, in its sole discretion, deems appropriate and not detrimental to its interests, and subject to payment of all expenses (including internal chargeout rates) and indemnification satisfactory to the Lender, to limit the incidence of any amount payable under this Section 3.9 shall be available 3.14. Notwithstanding anything else to Agent and each the contrary in this Section 3.14, no Borrower is under any obligation to compensate any Lender regardless of any possible contention of invalidity or inapplicability Issuing Lender under this Section 3.14 with respect to increased costs or reductions with respect to any period prior to the applicable law, regulation or condition. (b) If any Lender becomes entitled to claim any compensation pursuant to Section 3.9(a), it shall notify Borrowing Agent thereof within date that is 180 days after prior to such request if such Lender becomes aware or Issuing Lender knew or could reasonably have been expected to know of the nature circumstances giving rise to such increased costs or reductions and extent of the fact that such circumstances would result in a claim for increased compensation by reason of such claim and shall notify Agent thereof. A certificate as increased costs or reductions; provided that the foregoing limitation does not apply 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 increased costs or reductions arising out of the computation retroactive application of any amounts claimed by it hereunder and the assumptions underlying change in law within 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 on which the Lender becomes aware of the nature and extent of the claim180-day period.

Capital Adequacy. (a) In the event that Agent Agent, Swing Loan Lender or any Lender or any Issuer shall have determined that any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein, Change in Law or any change in the interpretation or administration thereof by any governmental authorityGovernmental Body, central bank or comparable agency charged with the interpretation -124- or administration thereof, or compliance by Agent Agent, Swing Loan Lender or any Lender or any Issuer (for purposes of this Section 3.9, the term “"Lender” " shall include Agent, Swing Loan Lender, Issuer or any Lender or any Issuer and any corporation or bank controlling Agent Agent, Swing Loan Lender or any Lender or any Issuer) and the office or branch where Agent Agent, Swing Loan Lender or any Lender (as so defined) makes or maintains any Eurodollar Term Rate Loans Loans) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent Agent, Swing Loan Lender or any Lender’s 's capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent , Swing Loan Lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s 's, Swing Loan Lender's and each Lender’s 's policies with respect to capital adequacy) by an amount deemed by Agent Agent, Swing Loan Lender or any Lender to be material, then, from time to time, Borrowers shall pay upon within five (5) Business Days of demand (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) by Agent, Swing Loan Lender of such Lender to Agent , Swing Loan Lender or such Lender such additional amount or amounts as will compensate Agent Agent, Swing Loan Lender or such Lender for such reduction. In determining such amount or amounts, Agent Agent, Swing Loan Lender or such Lender may use any reasonable averaging or attribution methods. The protection of ; provided that no Borrower shall be required to compensate a Swing Loan Lender or any Lender to this Section 3.9 for any reduction in return incurred more than 180 days prior to the date that Swing Loan Lender or such Lender notifies the Borrowers in writing of the Change in Law or change in the interpretation or administration thereof giving rise to such reduction in return and of Swing Loan Lender's or such ▇▇▇▇▇▇'s intention to claim compensation therefore; provided, further, that if such claim arises by reason of the adoption of or a Change in Law or change in the interpretation or administration thereof that is retroactive, then the one hundred eighty (180)-day period referred to above shall be available extended to Agent and each Lender regardless include the period of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or conditionretroactive effect thereof. (b) If any A certificate of Agent, Swing Loan Lender becomes entitled or such Lender setting forth such amount or amounts as shall be necessary to claim any compensation pursuant compensate Agent , Swing Loan Lender or such Lender with respect 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 ) hereof when delivered 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 on which the Lender becomes aware of the nature and extent of the claim.

Capital Adequacy. (a) In If after the event that date of this Agreement, the Agent or any Lender or any Issuer shall have determined that the adoption or effectiveness of any applicable law, rule, rule or regulation or guideline regarding capital adequacyadequacy of general applicability, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Agent or any Lender or any Issuer (for purposes of this Section 3.9, the 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 request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent the Agent’s or any Lender’s capital as a consequence of its obligations hereunder to a level below that which the Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent’s and each or such Lender’s policies with respect to capital adequacy) by an amount deemed by the Agent or any such Lender to be material, then, then from time to time, Borrowers the Borrower shall pay upon demand to the Agent or such Lender such additional amount or amounts as will compensate the Agent or such Lender for such reduction. In determining . (b) A certificate of the Agent or such Lender setting forth such amount or amountsamounts as shall be necessary to compensate the Agent or such Lender as specified in Section 5.14(a) 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 shown as due on any such certificate within fourteen (14) Business Days after the Agent or such Lender delivers such certificate. In preparing such certificate, the Agent or such Lender may employ such assumptions and allocations of costs and expenses as it shall in good f▇▇▇▇ ▇▇▇▇ reasonable and may use any reasonable averaging or and 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 applicable law, regulation or conditionmethod. (b) If any 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 on which the Lender becomes aware of the nature and extent of the claim.