Common use of Capital Adequacy Clause in Contracts

Capital Adequacy. If after the date hereof, any Bank has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank 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 such Bank's capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy), then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductions.

Capital Adequacy. If after either (i) the date hereof, any Bank has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacyintroduction of, or any change thereinor phasing in of, any law or any change regulation or in the interpretation or administration thereof by any governmental authorityGovernmental Body charged with the administration thereof or (ii) compliance with any directive, guideline or request from any central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank with any request or directive regarding capital adequacy Governmental Body (whether or not having the force of law) promulgated or made after the date hereof (but including, in any event, any law, rule, regulation, interpretation, directive, guideline or request contemplated by the report dated July 1988 entitled "International Convergence of Capital Measurement and Capital Standards" issued by the Basle Committee on Banking Regulations and Supervisory Practices) affects or would affect the amount of capital required or expected to be maintained by a Bank (or any lending office of such authorityBank) or any corporation directly or indirectly owning or controlling such Bank (or any lending office of such Bank) and such Bank shall have determined that such introduction, central bank change or comparable agency, compliance has or would have the effect of reducing the rate of return on such Bank's capital or assets the asset value to such Bank of any Loan made by such Bank as a consequence consequence, directly or indirectly, of its commitments or obligations to make and maintain the funding of Loans hereunder to a level below that which such Bank could have achieved but for such adoption, effectivenessintroduction, change or compliance (after taking into consideration account such Bank's policies with respect to regarding capital adequacy)) by an amount deemed by such Bank to be material, then from time to timethen, within 15 days after upon demand by such Bank, the Borrower Company shall promptly pay to such Bank such additional amount or amounts as will shall be sufficient to compensate such Bank for such reductionreduction on the rate of return. Upon determining Each Bank shall calculate such amount or amounts payable to it under this paragraph 2.14 in good faith that any additional a manner consistent with the manner in which it shall calculate similar amounts will be payable pursuant to it by other borrowers having provisions in their credit agreements comparable to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsparagraph 2.

Capital Adequacy. If after In the date hereof, event that any Bank has of the Banks shall have determined that the adoption or effectiveness after the date hereof of any applicable law, rule or regulation regarding capital adequacy, or any change therein, after the date hereof therein or any change in the interpretation or administration application thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of from any such authority, central bank or comparable agencyGovernmental Authority including under Basel III or ▇▇▇▇-▇▇▇▇▇, has does or would shall have the effect of reducing the rate of return on such Bank's ’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's ’s policies with respect to capital adequacy)) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand submission by such BankBank to the Company of a written request therefor, the Borrower shall pay amount of interest payable by the Company to such Bank on each Interest Payment Date shall be increased by such additional amount or amounts (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank for the portion of such reductionreduction allocable to the period in respect of which interest is so paid on such Interest Payment Date. Upon determining in good faith that A certificate as to any additional amounts will be payable pursuant to this SectionSection 2.13, together with a statement by such Bank will give prompt written notice thereof that such amounts have been calculated consistently with amounts calculated and claimed for in the case of other borrowers parties to revolving credit agreements with such Bank, submitted by such Bank, through the Administrative Agent, to the BorrowerCompany, which notice shall set forth the basis be conclusive evidence, absent demonstrable error, of the calculation of such additional amountsfacts stated therein. Notwithstanding the foregoing, although the failure to give any such notice Company shall not release be required to compensate a Bank for any increased costs or diminish any reductions incurred more than 270 days prior to the date that such Bank notifies the Company of the Borrower's obligations change in law giving rise to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final increased costs or reductions and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights ’s intention to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to claim compensation under this Section for any costs incurred or reductions suffered with respect Section; provided that, if the change in law giving rise to any date unless such Bank shall have notified the Borrower that it will demand compensation for such increased costs or reductions not more than six months after is retroactive, then the later 270-day period referred to above shall be extended to include the period of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsretroactive effect thereof.

Capital Adequacy. If after either (i) the date hereofintroduction of, any Bank has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, ---------------- or any change thereinor phasing in of, any law or any change regulation or in the interpretation or administration thereof by any governmental authorityGovernmental Body charged with the administration thereof or (ii) compliance with any directive, guideline or request from any central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank with any request or directive regarding capital adequacy Governmental Body (whether or not having the force of law) promulgated or made after the date hereof (but including, in any event, any law, rule, regulation, interpretation, directive, guideline or request contemplated by the report dated July 1988 entitled "International Convergence of Capital Measurement and Capital Standards" issued by the Basle Committee on Banking Regulations and Supervisory Practices) affects or would affect the amount of capital required or expected to be maintained by a Bank (or any lending office of such authorityBank) or any corporation directly or indirectly owning or controlling such Bank (or any lending office of such Bank) and such Bank shall have determined that such introduction, central bank change or comparable agency, compliance has or would have the effect of reducing the rate of return on such Bank's capital or assets the asset value to such Bank of any Loan made by such Bank as a consequence consequence, directly or indirectly, of its commitments or obligations to make and maintain the funding of Loans hereunder to a level below that which such Bank could have achieved but for such adoption, effectivenessintroduction, change or compliance (after taking into consideration account such Bank's policies with respect to regarding capital adequacy)) by an amount deemed by such Bank to be material then, then from time to time, within 15 days after upon demand by such Bank, the Borrower Company shall promptly pay to such Bank such additional amount or amounts amount as will shall be sufficient to compensate such Bank for such reductionreduction on the rate of return. Upon determining Each Bank shall calculate such amount or amounts payable to it under this paragraph 2.14 in good faith that any additional a manner consistent with the manner in which it shall calculate similar amounts will be payable pursuant to it by other borrowers having provisions in their credit agreements comparable to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsparagraph 2.

Capital Adequacy. If after the date hereof, any Bank Lender has reasonably determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacyadequacy made after the date hereof, or any change thereintherein made after the date hereof, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof made after the date hereof, or compliance by such Bank Lender or its parent company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyagency made after the date hereof, has or would have the effect of reducing the rate of return on such BankLender's or its parent company's capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Bank Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the policies of such Bank's policies Lender and its parent company with respect to capital adequacy), then from time to timethen, within 15 days 10 Business Days after demand by such Bankthe Borrower's receipt of the certificate referred to in the next sentence, the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender and its parent company for such reduction. Upon determining A certificate as to the amount of such reduction in rate of return, the good faith that any additional basis therefor and setting forth in reasonable detail the calculations used by the applicable Lender to arrive at the amount or amounts will claimed to be payable pursuant to this Sectiondue, such Bank will give prompt written notice thereof shall be submitted to the Borrower, which notice shall set forth Borrower and the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this SectionAgent. Determination Each determination by any such Bank a Lender of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation rebuttably presumptive evidence of the matters set forth therein. No demand for payment under this Section for any costs incurred or reductions suffered with respect to any date shall be made unless such Bank the Lender shall have notified make comparable demands of other similarly situated borrowers. The provisions of this Section shall survive termination of this Credit Agreement and the Borrower that it will demand compensation for such costs or reductions not more than six months after payment of the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsLoans and all other amounts payable hereunder.

Capital Adequacy. If after In the date hereof, event that any Bank has of the Banks shall have determined that the adoption or effectiveness after the Restatement Effective Date of any applicable law, rule or regulation regarding capital and liquidity adequacy, or any change therein, after the Restatement Effective Date therein or any change in the interpretation or administration application thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank with any request or directive regarding capital and liquidity adequacy (whether or not having the force of law) of from any such authority, central bank or comparable agencyGovernmental Authority including under Basel III or ▇▇▇▇-▇▇▇▇▇, has does or would shall have the effect of reducing the rate of return on such Bank's ’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's ’s policies with respect to capital adequacy)) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand submission by such BankBank to the Company of a written request therefor, the Borrower shall pay amount of interest payable by the Company to such Bank on each Interest Payment Date shall be increased by such additional amount or amounts (as determined in good faith by such Bank in accordance with its practice applicable in similar circumstances under comparable provisions of other financing agreements of similarly situated borrowers) as will compensate such Bank for the portion of such reductionreduction allocable to the period in respect of which interest is so paid on such Interest Payment Date. Upon determining in good faith that A certificate as to any additional amounts will be payable pursuant to this SectionSection 2.13, together with a statement by such Bank will give prompt written notice thereof that such amounts have been calculated consistently with amounts calculated and claimed for in the case of other borrowers parties to revolving credit agreements with such Bank, submitted by such Bank, through the Administrative Agent, to the BorrowerCompany, which notice shall set forth the basis be conclusive evidence, absent demonstrable error, of the calculation of such additional amountsfacts stated therein. [[DMS:6095583v3:05/23/2023--01:55 PM]] Notwithstanding the foregoing, although the failure to give any such notice Company shall not release be required to compensate a Bank for any increased costs or diminish any reductions incurred more than 180 days prior to the date that such Bank notifies the Company of the Borrower's obligations change in law giving rise to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final increased costs or reductions and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights ’s intention to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to claim compensation under this Section for any costs incurred or reductions suffered with respect Section; provided that, if the change in law giving rise to any date unless such Bank shall have notified the Borrower that it will demand compensation for such increased costs or reductions not more than six months after is retroactive, then the later 180-day period referred to above shall be extended to include the period of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsretroactive effect thereof.

Capital Adequacy. If after the date hereof, any Bank has determined that the adoption or effectiveness as a result of any regulatory change directly or indirectly affecting Lender or any of Lender's affiliated companies there shall be imposed, modified or deemed applicable lawany tax, rule or regulation regarding reserve, special deposit, minimum capital, capital adequacyratio, or any change thereinsimilar requirement against or with respect to or measured by reference to loans made or to be made to Borrower hereunder, or to Letters of Credit issued on behalf of Borrower pursuant to the Letter of Credit Agreement, and the result shall be to increase the cost to Lender or to any change in the interpretation of Lender's affiliated companies of making or administration thereof by maintaining any governmental authority, central bank Revolving Loan or comparable agency charged with the interpretation or administration thereofLetter of Credit hereunder, or compliance by such Bank with reduce any request or directive regarding capital adequacy (whether or not having the force of law) amount receivable in respect of any such authorityRevolving Loan and which increase in cost, central bank or comparable agencyreduction in amount receivable, has shall be the result of Lender's or would have Lender's affiliated company's reasonable allocation among all affected customers of the effect aggregate of reducing such increases or reductions resulting from such event, then, within ten (10) days after receipt by Borrower of a certificate from Lender containing the rate of return on such Bank's capital or assets as a consequence of its commitments or obligations hereunder information described in this Section 3.5 which shall be delivered to a level below that which such Bank could have achieved but for such adoptionBorrower, effectiveness, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy), then Borrower agrees from time to time, within 15 days after demand by such Bank, the Borrower shall time to pay to such Bank Lender such additional amount or amounts as will shall be sufficient to compensate such Bank Lender or any of Lender's affiliated companies for such reductionincreased costs or reductions in amounts which Lender determines in Lender's reasonable discretion are material. Upon determining in good faith that any additional Notwithstanding the foregoing, all such amounts will shall be payable pursuant to this Section, such Bank will give prompt written notice thereof subject to the Borrower, which notice shall set forth the basis provisions of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this SectionSection 3.4. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to The certificate requesting compensation under this Section for any costs incurred 3.5 shall identify the regulatory change which has occurred, the requirements which have been imposed, modified or reductions suffered with respect to any date unless deemed applicable, the amount of such Bank shall have notified additional cost or reduction in the Borrower that it will demand compensation for such costs or reductions not more than six months after amount receivable and the later of (i) such date or (ii) the date on way in which such Bank shall have become aware of such costs or reductionsamount has been calculated.

Capital Adequacy. If after the date hereof, any Bank has shall have determined that the adoption or effectiveness of any applicable law, rule Applicable Law regulating United States banks and regarding the capital adequacy of banks or regulation regarding capital adequacybank holding companies, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency of the U.S. charged with the interpretation or administration thereof, or compliance by such the Bank with any request or directive regarding capital adequacy (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 such Bank's capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Bank it could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy)adequacy immediately before such adoption, then from time change or compliance and assuming that such Bank's capital was fully utilized prior to timesuch adoption, within 15 days after change or compliance) by a material amount, then, upon the earlier of demand by such BankBank or the Maturity Date, the Borrower shall agrees to pay immediately to such Bank Bank, such additional amount or amounts as will shall be sufficient to compensate such Bank for such reductionreduced return beginning as of the date of written notice to the Borrower described above, together with interest on such amount from the fourth (4th) day after the date of demand or the Maturity Date, as applicable, until payment in full thereof at the Default Rate. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, A certificate of such Bank will give prompt written notice thereof to the Borrower, which notice shall set setting forth the basis of the calculation of such additional amounts, although the failure amount to give any such notice shall not release or diminish any of the Borrower's obligations be paid to pay additional amounts pursuant to this Section. Determination by any such Bank by the Borrower as a result of amounts owing under any event referred to in this Section paragraph shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, conclusive. Each Bank agrees that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part if any amount or any portion of any Bank to demand compensation for any period hereunder shall not constitute a waiver of amount described in this Section is subsequently recovered by such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified promptly reimburse the Borrower that it will demand compensation for such costs or reductions not more than six months after to the later extent of (i) such date or (ii) the date on which amount so recovered. A certificate of such Bank shall have become aware setting forth the amount of such costs or reductionsrecovery and the basis therefor shall be provided to the Borrower.

Capital Adequacy. (a) If after the date hereof, any Bank has determined determines in good faith that the adoption or effectiveness of compliance with any applicable law, rule rule, regulation, guideline, request or regulation regarding directive, whether or not having the force of law, from a governmental authority, central bank or comparable agency, concerning capital adequacyadequacy or reserves, or any change therein, 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 such Bank 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 will have the effect of reducing the rate of return on such Bank's the capital or assets of such Bank or any Person controlling such Bank as a consequence of its such Bank's commitments or obligations hereunder to a level below that which such Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy)hereunder, then from time to time, time within 15 days after demand therefor by such BankBank (with a copy to the Administrative Agent), the Borrower shall will pay to such Bank such additional amount or amounts as will compensate such Bank or Person for such reduction. Upon Each Bank, upon determining in good faith that any additional amounts increased costs will be payable pursuant to this SectionSection 2.10, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth show the basis of the for calculation of such additional amountsincreased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts increased costs pursuant to this Section. Determination To the extent that the notice required by the immediately preceding sentence is given by any Bank more than 180 days after the occurrence of the event giving rise to additional costs of the type described in this Section 2.10, such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section 2.10 for any costs amounts incurred or reductions suffered with respect accrued prior to the giving of such notice to the Borrower. (b) If the Borrower shall, as a result of the requirements of subsection (a) above or Section 2.12, be required to pay any date unless Bank the additional costs referred to therein and the Borrower, in its sole discretion, shall deem such additional amounts to be material, the Borrower shall have the right to substitute another bank satisfactory to the Administrative Agent for such Bank which has certified the additional costs to the Borrower, and the Administrative Agent shall have notified use reasonable efforts to assist the Borrower to locate such substitute bank. Any such substitution shall be on terms and conditions satisfactory to the Administrative Agent and until such time as such substitution shall be consummated, the Borrower shall continue to pay such additional costs. Upon any such substitution, the Borrower shall pay or cause to be paid to the Bank that it will demand compensation for such costs or reductions not more than six months after the later of is being replaced, all principal, interest (i) such date or (ii) to the date on which of such substitution) and other amounts owing hereunder to such Bank shall have become aware of and such costs or reductionsBank will be released from liability hereunder.

Capital Adequacy. If a Lender shall determine at any time after the date hereof, any Bank has determined Effective Date that the adoption or effectiveness of any applicable law, rule rule, guideline or regulation regarding capital adequacy, or compliance with any law, rule, guideline or regulation regarding capital adequacy, or any change therein, 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 such Bank Lender with any request or directive or compliance with any law, rule, guideline or regulation regarding capital adequacy (whether or not having the force of law) of from any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Banka Lender's capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Bank Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such BankLender's policies with respect to capital adequacy)) by an amount deemed by such Lender to be material, then from time Bald▇▇▇ ▇▇▇ll pay to timesuch Lender upon demand such amount or amounts, within 15 days after in addition to the amounts payable under the other provisions of this Credit Agreement, as will compensate such Lender for such reduction. Any such demand by such BankLender hereunder shall be in writing, and shall set forth the Borrower shall pay reasons for such demand and copies of all documentation reasonably relevant in support thereof. Notwithstanding the foregoing, no Lender will be entitled to receive such Bank additional amount for any period which is more than six (6) months prior to the date of such Lender's written demand to Bald▇▇▇ ▇▇ provided hereunder. Determinations by a Lender for purposes of this Section 3.13(d) of the additional amount or amounts as will required to compensate such Bank for such reduction. Upon determining Lender in good faith that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis respect of the calculation foregoing shall be conclusive in the absence of manifest error. In determining such additional amount or amounts, although the failure to give a Lender may use any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using reasonable averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsmethods.

Capital Adequacy. If any Bank shall, at any time, reasonably determine that (a) the adoption (i) after the date hereofof this Agreement, any Bank has determined that the adoption or effectiveness of any capital adequacy guidelines or (ii) at any time, of any other applicable law, rule government rule, regulation or regulation order regarding capital adequacyadequacy of banks or bank holding companies, or any change therein, or (b) any change in (i) any of the foregoing or (ii) the interpretation or administration thereof of any of the foregoing by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (c) compliance by such Bank with any policy, guideline, directive or request or directive regarding capital adequacy (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) of any such authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Bank's capital or assets as a consequence of its commitments or obligations hereunder Bank to a level below that which such Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the policies of such Bank's policies Bank with respect to capital adequacy)adequacy in effect immediately before such adoption, change or compliance) and (x) such reduction is as a consequence of the Commitment of, or the making of any Loans by, such Bank hereunder and (y) such reduction is reasonably deemed by such Bank to be material, then (1) such Bank shall deliver to the Borrower and the Agent a notice stating the reduction in the rate of return such Bank will in the future suffer as a result of its Commitment or the making of any Loans by it to the Borrower hereunder and (2) the Borrower shall, promptly upon receipt of such notice pay to the Agent for the account of such Bank from time to time, within 15 days after demand time as specified by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will shall be sufficient to compensate such Bank for such reductionreduced return. Upon determining The amount stated in good faith that any additional amounts will be payable notice delivered to the Borrower pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis provisions of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall5.8 shall be conclusive and binding for all purposes, absent manifest error. In determining any such amount, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using Bank may use reasonable averaging and attribution methods which are reasonablemethods. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation The payments required under this Section for any costs incurred or reductions suffered with respect 5.8 are in addition to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsother payments and indemnities required hereunder.

Capital Adequacy. If after the date hereof, any Lender or Issuing Bank has (or any affiliate of the foregoing) shall have reasonably determined that the adoption or effectiveness of any applicable law, rule governmental rule, regulation or regulation order regarding the capital adequacyadequacy of banks or bank holding companies, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Bank (or any affiliate of the foregoing) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank's ’s (or any affiliate of the foregoing) capital or assets as a consequence of its commitments such Lender’s or Issuing Bank’s Commitment or obligations hereunder to a level below that which such Bank it could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or Issuing Bank's ’s (or any affiliate of the foregoing) policies with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that such Lender’s or Issuing Bank’s (or any affiliate of the foregoing) capital was fully utilized prior to such adoption, change or compliance), then from time to timethen, within 15 days after upon demand by such Lender or Issuing Bank, the Borrower shall immediately pay to such Lender or Issuing Bank such additional amount or amounts as will shall be sufficient to compensate such Lender or Issuing Bank for any such reduction. Upon determining in good faith reduction actually suffered; provided, however, that any additional there shall be no duplication of amounts will be payable paid to a Lender pursuant to this Sectionsentence and Section 11.3 hereof; provided, such Bank will give prompt written notice thereof to further that the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice Borrower shall not release be required to compensate any Lender or diminish any of the Borrower's obligations to pay additional amounts Issuing Bank pursuant to this SectionSection for any increased costs incurred more than 180 days prior to the date that such Lender or Issuing Bank notifies the Borrower of the change in law giving rise to such increased costs and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; and provided, further that, if the change in law giving rise to such increased costs is retroactive then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. Determination A certificate of such Lender or Issuing Bank setting forth the amount to be paid to such Lender or Issuing Bank by the Borrower as a result of any such Bank of amounts owing under event referred to in this Section paragraph shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsconclusive.

Capital Adequacy. If after the date hereof, any Bank has determined shall determine that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, thereof or compliance by such Bank (or its lending office) 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 such Bank's capital or assets as a consequence of its commitments obligations hereunder or obligations the Letters of Credit or credit extended by it hereunder to a level below that which such Bank could have achieved but for such adoptionlaw, effectivenessrule, regulation, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy)) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand time as specified by such Bank, Bank the Borrower Company shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reductionreduction in rate of return. Upon A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder in reasonable detail shall be deemed PRIMA FACIE correct. In determining in good faith that any additional amounts will be payable pursuant to this Sectionsuch amount, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give may use any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using reasonable averaging and attribution methods which are reasonablemethods. Failure on the part of any A Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified change, adoption or interpretation (a "CHANGE") for any period prior to the Borrower that it will demand compensation for such costs or reductions not more than six months after the later earlier of (i) such the date it notifies the Company of the Change or (ii) the date on which thirty (30) days prior to the date such Bank shall have become aware obtains actual knowledge of the Change giving rise to the request for compensation if the Company is notified of the Change prior to the lapse of such costs 30-day period. Each Bank and the Agent shall use reasonable efforts to minimize the cost imposed on the Company in respect of any such increased capital requirement and shall compute the assessment of any such cost related to such increased capital on a nondiscriminatory basis among the Company, on the one hand, and other borrowers to which it applies, on the other hand, and neither such Bank nor any corporation controlling such Bank nor the Agent shall be entitled to demand compensation or reductionsbe compensated for any increased capital requirement from the Company hereunder in excess of the amount so computed.

Capital Adequacy. If In the event that after the date hereofEffective Date, any Bank has determined that the adoption or effectiveness of any applicable law, treaty, rule or regulation regarding capital adequacy(whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to Bank, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency authority charged with the interpretation or administration thereof, or compliance by such Bank with any guideline, request or directive regarding capital adequacy of any such authority (whether or not having the force of law) ), including any risk-based capital guidelines, affects or would affect the amount of capital required or expected to be maintained by the Bank (or any corporation controlling the Bank), and the Bank determines that the amount of such capital is increased by or based upon the existence of any obligations of the Bank hereunder or the making or maintaining any Loans, and such authority, central bank or comparable agency, increase has or would have the effect of reducing the rate of return on such Bank's (or such controlling corporation's) capital or assets as a consequence of its commitments such obligations or obligations hereunder the making or maintaining such Loans to a level below that which the Bank (or such Bank controlling corporation) could have achieved but for such adoption, effectiveness, change or compliance circumstances (taking into consideration such Bank's its policies with respect to capital adequacy), then from time to time, within 15 days after demand by such Bank, the Borrower Company shall pay to Bank, within thirty (30) days of Company's receipt of written notice from Bank demanding such Bank such additional amount or amounts as will compensate such Bank for such reduction. Upon determining in good faith that any compensation, additional amounts will sufficient to compensate the Bank (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which Bank reasonably determines to be payable pursuant to this Section, such Bank will give prompt written notice thereof allocable to the Borrower, which notice shall set existence of any obligations of Bank hereunder or to the making or maintaining any Loans hereunder or otherwise in respect of any of the indebtedness hereunder. A certificate of Bank setting forth the basis of the calculation of in reasonable detail for determining such additional amounts, although the failure amounts necessary to give any such notice compensate Bank shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shallbe conclusively presumed correct, absent manifest error. Notwithstanding the foregoing, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder Company shall not constitute a waiver of such Bank's rights be required to demand any such compensation in such period or in any other period, except that no compensate Bank shall be entitled pursuant to compensation under this Section for any costs incurred or reductions suffered with respect period prior to any the ninetieth (90th) day preceding the date unless such Bank shall have notified the Borrower that it will of Bank's demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionscompensation.

Capital Adequacy. If after the date hereof, hereof any Bank has determined determines that (i) the adoption of or effectiveness of change in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any a court or governmental authorityauthority with appropriate jurisdiction, central bank or comparable agency charged with in each case subsequent to the interpretation or administration thereofClosing Date, or (ii) compliance by such Bank or any corporation controlling such Bank with any request such adoption of or change in, 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 such Bank's capital or assets as a consequence of its commitments or obligations hereunder Notes to a level below that which such Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's then existing policies with respect to capital adequacy)adequacy and assuming full utilization of such entity's capital) by any amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such BankBank may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the Borrower shall pay to and such Bank shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such additional amount or amounts as notice, an adjustment payable hereunder that will adequately compensate such Bank for such reductionin light of these circumstances. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, If the Borrower and such Bank will give prompt written notice thereof are unable to the Borrower, which notice shall set forth the basis agree to such adjustment within thirty (30) days of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in such Bank's reasonable determination, provide adequate compensation. Each Bank shall have become aware of allocate such costs or reductionscost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. If after the date hereof, any Bank has determined determines at any time ---------------- that the adoption or effectiveness of any applicable law or governmental rule, regulation, order or request (whether or not having the force of law, rule or regulation regarding ) concerning 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 such Bank 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 will have the effect of reducing increasing the rate amount of return capital required or expected to be maintained by such Bank based on such Bank's capital or assets as a consequence the existence of its commitments Commitment and/or Contingent Commitment hereunder or its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy)hereunder, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank Bank, upon its written demand therefor, such additional amount or amounts as will shall be required to compensate such Bank for the increased cost to such Bank as a result of such increase of capital; provided, however, that the Borrower shall be required to pay to such Bank only such additional amounts as shall be required to compensate such Bank for such reductionincreased cost as shall accrue from and after the date of demand by such Bank. Upon In determining such additional amounts, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Bank's determination of compensation owing under this Section 2.07 shall: (i) absent manifest error, be final and conclusive and binding on all the parties hereto and (ii) be subject to the proviso in the preceding sentence. Each Bank, upon determining that any additional amounts will be payable pursuant to this SectionSection 2.07, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth show the basis of for the calculation of such additional amounts, although the . The failure to give any such notice shall not release or diminish be deemed to be a waiver of any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by Section 2.07, provided that the Borrower shall not be required to pay any such amounts until it receives written notice from a Bank in accordance with this Section 2.07. Notwithstanding anything herein to the contrary, the Borrower shall have the right to unilaterally terminate the Commitment and/or Contingent Commitment of any Bank demanding additional amounts owing under this Section 2.07 sixty (60) days after providing to such Bank a notice of termination. The Borrower shall, absent manifest errorconcurrent with such termination, be final and conclusive and binding on pay to such Bank the parties hereto; providedaggregate amount, howeverif any at such time, that payable by the Borrower to such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsAgreement.

Capital Adequacy. If If, after the date hereofof this Agreement, any Bank has Lender shall have determined in good faith that the adoption or effectiveness after the date of this Agreement of any applicable law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank Lender 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 will have the effect of reducing the rate of return on such BankLender's capital or assets as a consequence in respect of its commitments or obligations hereunder under this Agreement to a level below that which such Bank Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such BankLender's policies with respect to capital adequacy), then from time to time, within 15 days after demand by such Bank, time to the extent not already reflected in the Prime Rate Borrower shall pay to such Bank Lender after demand such additional amount or amounts as will compensate such Bank Lender for such reduction. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such All determinations are made in good faith using by Lender of the additional amount or amounts required to compensate Lender in respect of the foregoing shall be conclusive in the absence of manifest error. In determining such amount or amounts, Lender may use any reasonable averaging and attribution methods which are reasonablemethods. Failure on the part of any Bank to demand compensation Lender's claim for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period reimbursement or in any other period, except that no Bank shall be entitled to compensation under this Section 2.09 shall be in writing and shall set forth in reasonable detail Lender's calculation of the amount payable to Lender hereunder. Notwithstanding the foregoing, Lender may not seek compensation or reimburesement for any costs incurred or reductions suffered with respect amounts attributable to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not period more than six months after the later of one (i1) such date or (ii) year prior to the date on which such Bank shall have become aware of such costs or reductionsdemand.

Capital Adequacy. If after In the date hereof, event that any Bank has determined that the adoption Regulatory Change ---------------- reduces or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank 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 shall have the effect of reducing the rate of return (by an amount such Bank deems material) on the capital of a Bank or on the capital of such Bank's capital or assets parent corporation as a consequence of its commitments or obligations hereunder such Bank's Commitment and/or the Loans made by such Bank to a level below that which such the Bank or its parent could have achieved but for such adoption, effectiveness, change or compliance Regulatory Change (taking into consideration account the policies of such Bank's policies Bank and its parent corporation with respect to capital adequacy), then from time to timethe Company shall, within 15 30 days after written notice and demand by from such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will sufficient to compensate such Bank or its parent corporation for such reduction. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder Company shall not constitute a waiver of such Bank's rights be obligated to demand pay any such compensation in such period amount or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date amounts (i) unless such Bank shall have first notified the Borrower Company in writing that it will demand intends to seek compensation for such costs or reductions not more than six months after from the later of (i) such date or Company pursuant to this sentence, and (ii) which are attributable to periods exceeding 180 days prior to the date on which of receipt by the Company of such notice. A certificate as to the amount of any such reduction (including calculations in reasonable detail showing how such Bank computed such reduction and a statement that the Bank has not allocated to its Commitment or its outstanding Advances a proportionately greater amount of such reduction than is attributable to each of its other commitments to lend or to each of its other outstanding credit extensions that are affected similarly by such compliance by such Bank, whether or not such Bank allocates any portion of such reduction to such other commitments or credit extensions) shall be furnished promptly by such Bank to the Company. Any determination by a Bank under this Section and any certificate as to the amount of such reduction given to the Company by such Bank shall have become aware of such costs or reductionsbe final, conclusive and binding for all purposes, absent manifest error.

Capital Adequacy. If after the date hereof, any Bank has determined determines that (a) the adoption or effectiveness of any applicable law, rule rule, or regulation regarding capital adequacyrequirements for banks or bank holding companies or the subsidiaries thereof, or any change therein, or (b) any change in the interpretation or administration thereof of any such law, rule or regulation by any governmental authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or (c) compliance by such Bank or its holding company with any request or directive of any such governmental authority, central bank or comparable agency 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 such Bank's capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's and its holding company's policies with respect to capital adequacy)adequacy immediately before such adoption, then change, or compliance and assuming that Bank's capital was fully utilized prior to such adoption, change, or compliance) but for such adoption, change, or compliance as a consequence of Bank's commitment to make advances pursuant hereto by any amount deemed by Bank to be material: (a) Bank shall promptly, after Bank's determination of such occurrence, give notice thereof to Borrower; and (b) Borrower shall pay to Bank as an additional fee from time to time, within 15 days after demand by on demand, such Bank, amount as Bank certified to be the Borrower shall pay to such Bank such additional amount or amounts as that will compensate such Bank for such reduction. Upon determining A certificate of Bank claiming entitlement to compensation as set forth above will be conclusive in the absence of manifest error. Bank shall allocate such cost increases or reductions in its returns among its customers reasonably and in good faith that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof and on an equitable basis. Notwithstanding anything to the Borrowercontrary contained herein, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice (i) Borrower shall not release or diminish have any of the Borrower's obligations obligation to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shallsection for any period which is more than sixty (60) days prior to the date upon which the request for payment therefor is delivered to Borrower, and (ii) Bank shall not be entitled to any compensation described in this section unless, at the time it requests such compensation, it is the policy or general practice of Bank to request compensation for comparable costs in similar circumstances under other comparable loan agreements. Certificates of Bank sent to Borrower from time to time claiming compensation under this section, stating the reason therefor and setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to Bank hereunder shall be conclusive absent manifest error. Such certificate shall include a written representation that all increases in costs and reductions in return for which reimbursement is sought have been allocated equitably to all assets or customers of Bank similarly situated. Notwithstanding the foregoing, be final Bank agrees to use reasonable efforts (consistent with legal and conclusive and binding on the parties hereto; providedregulatory restrictions) to avoid or to minimize any amounts otherwise payable under this section. In determining such amounts, however, that such determinations are made in good faith using Bank may use any reasonable averaging and attribution methods which are reasonable. Failure on consistent with the part other provisions of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionssection.

Capital Adequacy. If after In the date hereof, event that any Bank has Lender shall have determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank 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, a Regulatory Change has or would have the effect of reducing the rate of return on such BankLender's capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Bank Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such BankLender's policies with respect to capital adequacy)) by an amount deemed by such Lender to be material, then from time to time, within 15 ten (10) days after demand submission by such BankLender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, together with a certificate (which shall be conclusive absent manifest error) setting forth the calculations evidencing such requested additional amount, and the law or regulation with respect thereto and certifying that such request is consistent with such Lender's treatment of other similar customers having similar provisions generally in their agreements with such Lender and that such request is being made on the basis of a reasonable allocation of the costs resulting from such law or regulation, the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such reduction. Upon determining Allocations shall not be deemed reasonable unless made ratably, to the extent practicable, to all affected assets, commitments, activities or other relevant aspects of such Lender's business, whether or not the Lender is entitled to compensation with respect thereto. Notwithstanding the foregoing, the Borrower shall only be obligated to compensate such Lender for any amount under this subsection arising or occurring during (a) in good faith the case of each such request for compensation, any time or period commencing not more than ninety (90) days prior to the date on which such Lender submits such request and (b) any other time or period during which, because of the unannounced retroactive application of such law, regulation, interpretation, request or directive, such Lender reasonably could not have known that any additional amounts the resulting reduction in return might arise. Each Lender will be payable notify the Borrower that it is entitled to compensation pursuant to this Section, subsection as promptly as practicable after it determines to request such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties heretocompensation; provided, however, that the failure to provide such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder notice shall not constitute a waiver restrict the ability of such Bank's rights Lender to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation reimbursed under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductions2.13.

Capital Adequacy. If any Bank shall determine that the ---------------- adoption, after the date hereof, any Bank has determined that the adoption or effectiveness of any applicable law, rule Applicable Law regarding the capital adequacy of banks or regulation regarding capital adequacybank holding companies, or any change thereintherein or in any Applicable Law existing as of the date hereof, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital or assets as a consequence of its commitments commitment of its obligations to fund or obligations maintain Advances hereunder to a level below that which such Bank it could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy)adequacy immediately before such adoption, then from time change or compliance and assuming that such Bank's capital was fully utilized prior to timesuch adoption, within 15 days after change or compliance) by an amount deemed by such Bank in good faith to be material, then, upon the earlier of demand by such BankBank or the Maturity Date, the Borrower shall immediately pay to such Bank Bank, such additional amount or amounts as will shall be sufficient to compensate such Bank for such reductionreduced return, together with interest on such amount from the fourth (4th) day after the date of demand or the Maturity Date, as applicable, until payment in full thereof at the Default Rate. Upon determining Any Bank claiming compensation under this Section 2.12 shall notify the Borrower of any event occurring after the date of this Agreement entitling such Bank to such compensation as promptly as practicable, but in good faith any event within forty-five (45) days, after such Bank obtains actual knowledge thereof; provided that any additional amounts will be payable pursuant if such Bank fails to this Sectiongive such notice within forty-five -------- (45) days after it obtains actual knowledge of such an event, such Bank will give prompt written notice thereof shall, with respect to such compensation in respect of any costs resulting from such event, only be entitled to payment under the Section 2.12 for costs incurred from and after the date forty-five (45) days prior to the Borrower, which notice shall set date that such Bank does give such notice. A certificate of such Bank setting forth the basis of the calculation of such additional amounts, although the failure amount to give any such notice shall not release or diminish any of the Borrower's obligations be paid to pay additional amounts pursuant to this Section. Determination by any such Bank by the Borrower as a result of amounts owing under any event referred to in this Section paragraph shall, absent manifest error, be final and conclusive and binding on conclusive, and, at the parties hereto; providedBorrower's request, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified set forth the Borrower that it will demand compensation basis for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsdetermination.

Capital Adequacy. If after the date hereof, hereof any Bank has determined determines that (a) the adoption of or effectiveness of change in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any a court or governmental authorityauthority with appropriate jurisdiction, central bank or comparable agency charged with in each case made subsequent to the interpretation or administration thereofClosing Date, or (b) compliance by such Bank or any corporation controlling such Bank with any request such adoption of, or change in, 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 such Bank's capital or assets as a consequence of its commitments or obligations hereunder Term Note to a level below that which such Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's then existing policies with respect to capital adequacy)adequacy and assuming full utilization of such entity's capital) by any amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such BankBank may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the Borrower shall pay to and such Bank shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such additional amount or amounts as notice, an adjustment payable hereunder that will adequately compensate such Bank for such reductionin light of these circumstances. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, If the Borrower and such Bank will give prompt written notice thereof are unable to the Borrower, which notice shall set forth the basis agree to such adjustment within thirty (30) days of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in such Bank's reasonable determination, provide adequate compensation. Each Bank shall have become aware of allocate such costs or reductionscost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. If after In the date hereof, event that any Bank has determined that the adoption Regulatory Change reduces ---------------- or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank 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 shall have the effect of reducing the rate of return (by an amount such Bank deems material) on the capital of a Bank or on the capital of such Bank's capital or assets parent corporation as a consequence of its commitments or obligations hereunder such Bank's Commitment and/or the Loans made by such Bank to a level below that which such the Bank or its parent could have achieved but for such adoption, effectiveness, change or compliance Regulatory Change (taking into consideration account the policies of such Bank's policies Bank and its parent corporation with respect to capital adequacy), then from time to timethe Company shall, within 15 30 days after written notice and demand by from such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will sufficient to compensate such Bank or its parent corporation for such reduction. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder Company shall not constitute a waiver of such Bank's rights be obligated to demand pay any such compensation in such period amount or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date amounts (i) unless such Bank shall have first notified the Borrower Company in writing that it will demand intends to seek compensation for such costs or reductions not more than six months after from the later of (i) such date or Company pursuant to this sentence, and (ii) which are attributable to periods exceeding 180 days prior to the date on which of receipt by the Company of such notice. A certificate as to the amount of any such reduction (including calculations in reasonable detail showing how such Bank computed such reduction and a statement that the Bank has not allocated to its Commitment or its outstanding Advances a proportionately greater amount of such reduction than is attributable to each of its other commitments to lend or to each of its other outstanding credit extensions that are affected similarly by such compliance by such Bank, whether or not such Bank allocates any portion of such reduction to such other commitments or credit extensions) shall be furnished promptly by such Bank to the Company. Any determination by a Bank under this Section and any certificate as to the amount of such reduction given to the Company by such Bank shall have become aware of such costs or reductionsbe final, conclusive and binding for all purposes, absent manifest error.

Capital Adequacy. If after the date hereofof this Credit Agreement, any Bank has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank 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 such Bank's capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy), then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonableon a reasonable basis. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period; provided, except however, that no if such demand is made more than 180 days after the Bank had knowledge of the occurrence of any event described above regarding capital adequacy, the Borrower shall not be entitled obligated to reimburse the Bank for amounts incurred prior to the date on which the Borrower receives such demand for compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductions2.14.

Capital Adequacy. If any Lender shall determine that the adoption, after the date hereof, any Bank has determined that the adoption or effectiveness of any applicable law, rule Applicable Law regarding the capital adequacy of banks or regulation regarding capital adequacybank holding companies, or any change thereintherein or in any Applicable Law existing as of the date hereof, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such BankLender's capital or assets as a consequence of its commitments commitment of its obligations to fund or obligations maintain Advances hereunder to a level below that which such Bank it could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such BankLender's policies with respect to capital adequacy)adequacy immediately before such adoption, then from time change or compliance and assuming that such Lender's capital was fully utilized prior to timesuch adoption, within 15 days after change or compliance) by an amount deemed by such Lender in good faith to be material, then, upon the earlier of demand by such BankLender or the Facility C Maturity Date, the Borrower Borrowers, on a joint and several basis, shall immediately pay to such Bank Lender, such additional amount or amounts as will shall be sufficient to compensate such Bank Lender for such reductionreduced return, together with interest on such amount from the fourth (4th) day after the date of demand or the Facility C Maturity Date, as applicable, until payment in full thereof at the Default Rate then applicable to Base Rate Advances. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing Any Lender claiming compensation under this Section 2.12 shall notify the Borrowers of any event occurring after the date of this Agreement entitling such Lender to such compensation as promptly as practicable, but in any event within forty-five (45) days, after such Lender obtains actual knowledge thereof; provided, however, that if such Lender fails to give such notice within forty-five (45) days after it obtains actual knowledge of such an event, such Lender shall, with respect to such compensation in respect of any costs resulting from such event, only be entitled to payment under this Section 2.12 for costs incurred from and after the date forty-five (45) days prior to the date that such Lender does give such notice. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrowers as a result of any event referred to in this paragraph shall, absent manifest error, be final and conclusive and binding on conclusive, and, at a Borrower's request, such Lender shall set forth the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation basis for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsdetermination.

Capital Adequacy. If after the date hereof, any Bank has determined or the Issuing Bank determines in good faith that the adoption or effectiveness of compliance with any generally applicable law, rule law or regulation regarding capital adequacy, or any change therein, guideline or request from any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank 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 increases or would have increase the effect amount of reducing capital required or expected to be maintained by such Bank or the rate Issuing Bank or any corporation controlling such Bank or the Issuing Bank and that the amount of return on such capital is increased by or based upon the existence of such Bank's capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such the Issuing Bank's policies with respect commitment to capital adequacy)lend hereunder and other commitments of this type, then from time to timethen, within 15 days after upon demand by such Bank or the Issuing Bank, the Borrower shall shall, within 10 days of demand by the Agent, pay to the Agent for the account of such Bank or the Issuing Bank, as applicable, from time to time as specified by such Bank or the Issuing Bank in a notice to the Borrower and the Agent, additional amount or amounts as will (without duplication of any other amounts payable in respect of increased costs) sufficient to compensate such Bank for or the Issuing Bank in light of such reduction. Upon determining in good faith circumstances, to the extent that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof or the Issuing Bank reasonably determines such increase in capital to be allocable to the Borrower, which notice existence of such Bank's or the Issuing Bank's commitment to lend hereunder. A certificate shall set forth be submitted to the basis Borrower by such Bank or the Issuing Bank (a) indicating the amount of such capital adequacy costs and detailing the calculation of such additional amountscosts, although (b) stating that such Bank or the failure Issuing Bank is generally charging such amounts to give any other customers similarly situated with the Borrower, and (c) that all such notice shall not release or diminish any costs are being charged within 90 days of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any date such Bank or the Issuing Bank learned of amounts owing under this Section shallsuch costs, such certificate to be conclusive and binding for all purposes, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductions.

Capital Adequacy. If any Bank shall determine that the adoption after the date hereof, any Bank has determined that the adoption or effectiveness hereof of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin any existing law, rule or regulation, 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, thereof or compliance by such Bank (or its lending office) 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 such Bank's capital or assets as a consequence of its commitments obligations hereunder or obligations credit extended by it hereunder to a level below that which such Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy)) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand time as specified by such Bank, Bank the Borrower Company shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that (i) such determinations are made Bank shall promptly notify the Company of an event which might cause it to seek compensation, and the Company shall be obligated to pay only such compensation which is incurred or which arises after the date sixty (60) days prior to the date such notice is given, and (ii) the Company shall have no obligation to pay any amount that would otherwise be payable under this Section solely as a result of such Bank being in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of regulatory classification that is lower than such Bank's rights to demand any regulatory classification on the date of this Agreement. A certificate of such compensation in such period or in any other period, except that no Bank shall be entitled to claiming compensation under this Section for any costs incurred 3.5 and setting forth the additional amount or reductions suffered with respect amounts to any date unless be paid to it hereunder in reasonable detail shall be conclusive if reasonably determined. In determining such amount, such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsmay use any reasonable averaging and attribution methods.

Capital Adequacy. If after the date hereof, any Bank or any parent company of a Bank (a "Parent Company") has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank or Parent Company 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 such Bank's or Parent Company's capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Bank or Parent Company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's or Parent Company's policies with respect to capital adequacy), then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonableon a reasonable basis. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductions.

Capital Adequacy. If after In the date hereof, event that any Bank has Lender shall have determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank 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, a Regulatory Change has or would have the effect of reducing the rate of return on such Bank's Lender’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Bank Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's Lender’s policies with respect to capital adequacy)) by an amount deemed by such Lender to be material, then from time to time, within 15 ten (10) days after demand submission by such BankLender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, together with a certificate (which shall be conclusive absent manifest error) setting forth the calculations evidencing such requested additional amount, and the law or regulation with respect thereto and certifying that such request is consistent with such Lender’s treatment of other similar customers having similar provisions generally in their agreements with such Lender and that such request is being made on the basis of a reasonable allocation of the costs resulting from such law or regulation, the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such reduction. Upon determining Allocations shall not be deemed reasonable unless made ratably, to the extent practicable, to all affected assets, commitments, activities or other relevant aspects of such Lender’s business, whether or not the Lender is entitled to compensation with respect thereto. Notwithstanding the foregoing, the Borrower shall only be obligated to compensate such Lender for any amount under this subsection arising or occurring during (a) in good faith the case of each such request for compensation, any time or period commencing not more than ninety (90) days prior to the date on which such Lender submits such request and (b) any other time or period during which, because of the unannounced retroactive application of such law, regulation, interpretation, request or directive, such Lender reasonably could not have known that any additional amounts the resulting reduction in return might arise. Each Lender will be payable notify the Borrower that it is entitled to compensation pursuant to this Section, subsection as promptly as practicable after it determines to request such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties heretocompensation; provided, however, that the failure to provide such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder notice shall not constitute a waiver restrict the ability of such Bank's rights Lender to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation reimbursed under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductions2.13.

Capital Adequacy. If after any Lender or Issuing Bank (or any Affiliate of the date hereof, any Bank has foregoing) shall have reasonably determined that the adoption or effectiveness of any applicable law, rule governmental rule, regulation or regulation order after the Agreement Date regarding the capital adequacyadequacy of banks or bank holding companies, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Bank (or any Affiliate of the foregoing) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or Issuing Bank's (or any Affiliate of the foregoing) capital or assets as a consequence of its commitments such Lender's or Issuing Bank's Revolving Loan Commitments or Letter of Credit Commitment, as applicable, or obligations hereunder to a level below that which such Bank it could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's or Issuing Bank's (or any Affiliate of the foregoing) policies with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that such Lender's or Issuing Bank's (or any Affiliate of the foregoing) capital was fully utilized prior to such adoption, change or compliance), then from time to timethen, within 15 thirty (30) days after of demand by such Lender or Issuing Bank, the Borrower shall immediately pay to such Lender or Issuing Bank such additional amount or amounts as will shall be sufficient to compensate such Lender or Issuing Bank for any such reduction. Upon determining in good faith reduction actually suffered; provided, however, that any additional there shall be no duplication of amounts will be payable paid to a Lender pursuant to this Section, sentence and Section 12.3. A certificate of such Lender or Issuing Bank will give prompt written notice thereof to the Borrower, which notice shall set setting forth the basis amount to be paid to such Lender or Issuing Bank by the Borrower as a result of the calculation of such additional amounts, although the failure any event referred to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to in this Section. Determination by any such Bank of amounts owing under this Section paragraph shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsconclusive.

Capital Adequacy. If after the date hereof, any Bank has determined that the adoption or effectiveness of any applicable future law, rule governmental rule, regulation, policy, guideline, directive or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank with any request or directive regarding capital adequacy similar requirement (whether or not having the force of law) imposes, modifies, or deems applicable any capital adequacy, capital maintenance or similar requirement which affects the manner in which any Lender allocates capital resources to its commitments (including any commitments hereunder), and as a result thereof, in the opinion of any such authorityLender, central bank or comparable agency, has or would have the effect of reducing the rate of return on such BankLender's capital or assets as a consequence of with regard to the Loans and/or its commitments or obligations hereunder is reduced to a level below that which such Bank Lender could have achieved but for such adoption, effectiveness, change or compliance (circumstances taking into consideration account such BankLender's policies with respect to regarding capital adequacy), then in such case and upon notice from the Agent to the Borrower, from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank Lender such additional amount or amounts as will shall compensate such Bank Lender for such reductionreduction in its rate of return. Upon Such notice shall contain the statement of such Lender in reasonable detail with regard to any such amount or amounts which shall, in the absence of error, be binding upon the Borrower. In determining in good faith that any additional amounts will be payable pursuant to this Sectionsuch amount, such Bank Lender may use any reasonable method of averaging and attribution that it deems applicable. In the event that a Lender, other than Citizens, exercises its rights under this Section 2.9, the Borrower shall have the option to replace such Lender with another financial institution (acceptable to the Agent) who will give prompt written notice thereof purchase all (but not part) of such Lender's interest in the Loans then outstanding hereunder. Such Lender shall be required to assign and transfer to the financial institution obtained by the Borrower, which notice shall set forth pursuant to an agreement reasonably satisfactory to such Lender and the basis Agent, and without representation, warranty or recourse, its respective interest in the Loans then outstanding hereunder in exchange for full payment of the calculation of such additional amountsoutstanding balances thereof, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final with accrued interest and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsall unpaid Fees.

Capital Adequacy. If after the date hereof, any Lender or Issuing Bank has determined reasonably determines that the adoption or effectiveness of its required compliance with any applicable law, rule law or regulation regarding capital adequacy, or any change therein, guideline or request from any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with other Governmental Authority, including, without limitation, the interpretation or administration thereof, or compliance by such Bank with any request or directive regarding capital adequacy implementation of the ▇▇▇▇- 3rd Amended/Restated Credit Agreement ▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (whether or not having the force of law) and any requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III (whether or not having the force of law), affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and that the amount of the capital or liquidity is increased by or based upon the existence of such Lender’s commitment to lend or such Issuing Bank’s commitment to issue the Letters of Credit and other commitments of this type, then, upon thirty days’ prior written notice by such Lender or Issuing Bank (with a copy of any such authority, central bank or comparable agency, has or would have demand to the effect of reducing the rate of return on such Bank's capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's policies with respect to capital adequacyAdministrative Agent), then from time to time, within 15 days after demand by such Bank, the Borrower shall promptly pay to the Administrative Agent for the account of such Bank Lender or Issuing Bank, as the case may be, from time-to-time as specified by such Lender or Issuing Bank, additional amount or amounts as will sufficient to compensate such Bank for such reduction. Upon determining Lender or Issuing Bank, in good faith that any additional amounts will be payable pursuant to this Sectionlight of the circumstances, such Bank will give prompt written notice thereof to the Borrowerextent that such Lender or Issuing Bank, which notice shall set forth as the basis case may be, (x) reasonably determines the increase in capital to be allocable to the existence of such Lender’s commitment to lend or such Issuing Bank’s commitment to issue the Letters of Credit under this Agreement and (y) is generally seeking, or intends generally to seek, compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender or Issuing Bank has the right under such similar credit facilities to do so) with respect to such required compliance with any law or regulation or any guideline or request from any central bank or other Governmental Authority regarding capital requirements. A certificate as to the amounts showing in reasonable detail the calculation of the amounts submitted to the Borrower by such additional amounts, although the failure to give any such notice Lender or Issuing Bank shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shallbe presumptively correct, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductions.

Capital Adequacy. (a) If after the date hereof, any Bank has Lender shall have determined that the adoption or effectiveness after the date hereof of any applicable law, rule or regulation regarding capital adequacy, or any change therein, therein after the date hereof or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration application thereof, or compliance by such Bank Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of from any such authority, central bank or comparable agencygovernmental authority enacted after the date of this Agreement, has does or would shall have the effect of reducing the rate of return on such Bank's any of the Lender’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Bank Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's Lender’s policies with respect to capital adequacy)) by a material amount, then from time to time, within 15 days after submission by Lender to Borrowers of a written demand by such Banktherefor together with the certificate described below, the Borrower Borrowers shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such reduction. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof demand to be made with reasonable promptness following such determination. A certificate of Lender claiming entitlement to payment as set forth above shall be conclusive in the Borrower, which notice absence of manifest error. Such certificate shall set forth the basis nature of the calculation occurrence giving rise to such reduction, the amount of such additional amountscharge to be paid to Lender, although and the failure to give method by which such amount was determined. In determining such amount, such Lender may use any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using reasonable averaging and attribution methods which are reasonablemethod, applied on a non-discriminatory basis. (b) If Lender invokes the provisions of subsection (a) hereof, it shall promptly notify Borrowers. Failure on the part of any Bank Borrowers, by notice given to demand compensation for any period hereunder shall not constitute a waiver Lender within 30 days of such Bank's rights to demand any such compensation in such period or in any other periodaction, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later may, within 60 days of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsnotice to Lender, prepay in full all Obligations without prepayment penalty, anything in Section 2.11 to the contrary notwithstanding.

Capital Adequacy. If after the date hereof, hereof any Bank has determined or the Agent determines that (a) the adoption of or effectiveness of change in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any a court or governmental authority, central bank or comparable agency charged authority with the interpretation or administration thereofappropriate jurisdiction, or (b) compliance by such Bank or the Agent or any corporation controlling such Bank or the Agent with any request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on such Bank's capital ’s or assets as a consequence of its commitments or obligations hereunder the Agent’s commitment with respect to any Revolving Credit Loans to a level below that which such Bank or the Agent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's ’s or the Agent’s then existing policies with respect to capital adequacy)adequacy and assuming full utilization of such entity’s capital) by any amount reasonably deemed by such Bank or (as the case may be) the Agent to be material, then from time to time, within 15 days after demand by such BankBank or the Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the Borrower shall pay to and such Bank shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such additional amount or amounts as notice, an adjustment payable hereunder that will adequately compensate such Bank for such reductionin light of these circumstances. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, If the Borrower and such Bank will give prompt written notice thereof are unable to the Borrower, which notice shall set forth the basis agree to such adjustment within thirty (30) days of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in such Bank’s reasonable determination, provide adequate compensation. Each Bank shall have become aware of allocate such costs or reductionscost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. If after the date hereof, any Bank has determined shall determine that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, thereof or compliance by such Bank (or its lending office) 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 such Bank's capital or assets as a consequence of its commitments obligations hereunder or obligations credit extended by it hereunder to a level below that which such Bank could have achieved but for such adoptionlaw, effectivenessrule, regulation, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy)) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand time as specified by such Bank, Bank the Borrower Company shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reductionreduction in rate of return. Upon A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder in reasonable detail shall be deemed prima facie correct. In determining in good faith that any additional amounts will be payable pursuant to this Sectionsuch amount, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give may use any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using reasonable averaging and attribution methods which are reasonablemethods. Failure on the part of any A Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified change, adoption or interpretation (a "Change") for any period prior to the Borrower that it will demand compensation for such costs or reductions not more than six months after the later earlier of (i) such the date it notifies the Company of the Change or (ii) the date on which thirty (30) days prior to the date such Bank shall have become aware obtains actual knowledge of the Change giving rise to the request for compensation if the Company is notified of the Change prior to the lapse of such costs 30-day period. Each Bank and the Agent shall use reasonable efforts to minimize the cost imposed on the Company in respect of any such increased capital requirement and shall compute the assessment of any such cost related to such increased capital on a nondiscriminatory basis among the Company, on the one hand, and other borrowers to which it applies, on the other hand, and neither such Bank nor any corporation controlling such Bank nor the Agent shall be entitled to demand compensation or reductionsbe compensated for any increased capital requirement from the Company hereunder in excess of the amount so computed.

Capital Adequacy. If after In the date hereof, any Bank has determined event that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank with any request or directive a Regulatory Change regarding capital adequacy (whether does 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 any Lender's (for purposes of this Section 2.12, the term "Lender" shall include any parent or holding company of such Bank's Lender) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Bank Lender could have achieved but for such adoption, effectivenesschange, change or compliance (taking into consideration such BankLender's policies with respect to capital adequacy)) by an amount deemed by such Lender to be material, then from time to time, within 15 ten (10) days after demand submission by such BankLender to the Borrower of a written request therefor, together with a certificate (which shall be conclusive absent manifest error), setting forth the calculations evidencing such requested additional amount, and the law or regulation with respect thereto and certifying that such request is consistent with such Lender's treatment of other similar customers having similar provisions generally in their agreements with such Lender, and that such request is being made on the basis of a reasonable allocation of the costs resulting from such law or regulation, the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such reduction. Upon determining Notwithstanding the foregoing, the Borrower shall only be obligated to compensate a Lender for any amount under this section arising or occurring during (i) in good faith the case of each such request for compensation, any time or period commencing not more than sixty (60) days prior to the date on which such Lender submits such request and (ii) any other time or period during which, because of the unannounced retroactive application of such law, regulation, interpretation, request, or directive, such Lender could not have known that any additional amounts the resulting reduction in return might arise. A Lender will be payable notify the Borrower (with a copy of such notice to the Administrative Agent) that it is entitled to compensation pursuant to this Section, section as promptly as practicable after such Bank will give prompt written notice thereof Lender determines to the Borrower, which notice shall set forth the basis of the calculation of request such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties heretocompensation; provided, however, that the failure to provide such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder notice shall not constitute restrict the ability of a waiver of such Bank's rights Lender to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation reimbursed under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of 2.12 except as provided in clause (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsabove.

Capital Adequacy. If after the date hereof, any Bank has determined that the adoption or effectiveness of any applicable law, rule or regulation Change in Law regarding capital adequacy, adequacy or any change therein, or any change in the interpretation or administration thereof liquidity by any governmental authorityGovernmental Authority, central bank or comparable agency charged by Applicable Law with the interpretation or administration thereof, or compliance by such Bank Lender or its parent corporation with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank bank, or comparable agency, in each case made subsequent to the date hereof, has or would have the effect of reducing the rate of return on such Bank's the capital or assets of any Affected Party as a consequence of its commitments or obligations hereunder or arising in connection herewith to a level below that which any such Bank Affected Party could have achieved but for such adoptionintroduction, effectivenesschange, compliance or change or compliance (taking into consideration the policies of such Bank's policies Affected Party with respect to capital adequacy)adequacy or liquidity) by an amount deemed by such Affected Party to be material, then from time to time, within 15 thirty (30) days after following the receipt of written demand by such BankAffected Party, the Borrower shall pay directly to such 742613903 21686243 Affected Party such additional amount or amounts as calculated by such Affected Party in good faith as will compensate such Affected Party for such reduction. (i) If as a result of any event or circumstance similar to those described in Sections 2.11(a), 2.11(b) or 2.11(c), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within [***] following the receipt of written demand by such Affected Party, the Borrower shall pay to such Bank Affected Party such additional amount or amounts as will compensate may be necessary to reimburse such Bank Affected Party for any amounts paid by it. (ii) In determining any amount provided for in this Section 2.11, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim or demand under this Section 2.11 shall submit to the Borrower a certificate as to such additional or increased cost or reduction showing the basis for such reductionclaim or demand in reasonable detail including calculation thereof, which certificate shall be conclusive absent manifest error. Upon determining in good faith that If any additional material amounts are required to be paid by the Borrower pursuant to Section 2.11(b) or (c) the Borrower shall be entitled to, upon written notice (which notice shall be received within [***] after the applicable demand or claim), terminate the Affected Party’s Commitment, and on the date of receipt by the Administrative Agent of such written notice, such Affected Party’s Commitment will automatically terminate and all Advances held by such Affected Party will be immediately due and payable (without the imposition of any penalty, breakage costs or exit fees, including the Prepayment Premium with respect to such Advances). Each notice delivered by the Borrower pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice Section shall set forth the basis of the calculation of such additional amounts, although the failure to give be irrevocable and any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part termination of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank Commitments shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionspermanent.

Capital Adequacy. If after the date hereof, any Bank has determined determines at any time that the adoption introduction of or effectiveness of change to any applicable law or governmental rule, regulation, order or request (whether or not having the force of law, rule or regulation regarding ) concerning 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 such Bank 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 in any case occurring after the date hereof, will have the effect of reducing increasing the rate amount of return capital required or expected to be maintained by such Bank based on such Bank's capital or assets as a consequence the existence of its commitments Commitment and/or Contingent Commitment hereunder or its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy)hereunder, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank Bank, upon its written demand therefor, such additional amount or amounts as will shall be required to compensate such Bank for the increased cost to such reductionBank as a result of such increase of capital. Upon In determining such additional amounts, such Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Bank's determination of compensation owing under this Section 2.07 shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Bank, upon determining that any additional amounts will be payable pursuant to this SectionSection 2.07, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth show the basis of for the calculation of such additional amounts, although the . The failure to give any such notice shall not release or diminish be deemed to be a waiver of any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by Section 2.07, provided that the Borrower shall not be required to pay any such additional amounts (i) until it receives written notice from a Bank of amounts owing under in accordance with this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period 2.07 or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered (ii) with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) period prior to 60 days prior to the date on any such notice is received, unless the relevant introduction or change has a retroactive effect, in which such Bank shall have become aware case the Borrower's obligation to pay additional amounts pursuant to this Section 2.07 may encompass the entire period of such costs or reductionsretroactivity.

Capital Adequacy. If after the date hereof, any hereof the Bank has determined determines that (a) the adoption of or effectiveness of change in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any a court or governmental authority, central bank or comparable agency charged authority with the interpretation or administration thereofappropriate jurisdiction, or (b) compliance by such the Bank or any corporation controlling the 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 such the Bank's capital or assets as a consequence of its commitments or obligations hereunder ’s commitment with respect to any Loans to a level below that which such the Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such the Bank's ’s then existing policies with respect to capital adequacy)adequacy and assuming full utilization of such entity’s capital) by any amount deemed by the Bank to be material, then from time to time, within 15 days after demand by the Bank shall notify the Borrower of such Bankfact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the Borrower and the Bank shall pay thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such notice, an adjustment payable hereunder that will adequately compensate the Bank in light of these circumstances. If the Borrower and the Bank are unable to agree to such Bank such additional amount or amounts as will compensate such Bank for such reduction. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis adjustment within thirty (30) days of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) 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 Bank’s reasonable determination, provide adequate compensation. The Bank shall have become aware of allocate such costs or reductionscost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. If after the date hereof, a Lender or L/C Issuer determines that any Bank has determined that the adoption or effectiveness introduction of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin a Capital Adequacy Regulation, or any change in the interpretation or administration thereof of a Capital Adequacy Regulation by any governmental authority, central bank or comparable agency a Governmental Authority charged with the interpretation or administration thereof, or any compliance by such Bank Lender or L/C Issuer or any Person controlling such Lender or L/C Issuer with any request a Capital Adequacy Regulation, increases the amount of capital required or directive regarding expected to be maintained by such Lender or L/C Issuer or Person (taking into consideration its capital adequacy (whether or not having policies and desired return on capital) the force result of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing which is to reduce the rate of return on the capital of such Bank's capital Lender or assets L/C Issuer, as a consequence of its commitments such Lender’s or L/C Issuer’s Commitments, Loans, issuance of Letters of Credit, participations in other obligations hereunder under the Loan Documents to a level below that which such Bank Lender or L/C Issuer could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration account the polices of such Bank's policies Lender or such L/C Issuer with respect to capital adequacy)) by an amount deemed by such Lender to be material, then from time to timethe Borrowers shall, within 15 days after five Business Days following demand by therefor, pay such Bank, the Borrower shall pay Lender and L/C Issuer an amount sufficient to such Bank such additional amount or amounts as will compensate such Bank for such reduction. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice A Lender’s demand or a L/C Issuer’s demand for payment shall set forth the basis nature of the occurrence giving rise to such compensation and a calculation of the amount to be paid. In determining such additional amountsamount, although the failure to give Lender and the L/C Issuer may use any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using reasonable averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsmethod.

Capital Adequacy. If a Bank (hereinafter an "AFFECTED BANK") shall have determined that the adoption, after the date hereof, any Bank has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank 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 affect the effect amount of reducing capital required or expected to be maintained by such Bank or any corporation controlling such Bank and that the rate amount of return on such capital is increased by or based upon the existence of such Bank's capital or assets as commitment to lend hereunder and other commitments of this type, then, upon demand by such Affected Bank (with a consequence copy of its commitments or obligations hereunder such demand to a level below that which such Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's policies with respect to capital adequacythe Agent), then the Company shall immediately pay to the Agent for the account of such Affected Bank, from time to time, within 15 days after demand time as specified by such Affected Bank, additional amounts sufficient to compensate such Affected Bank or such corporation in the Borrower shall pay light of such circumstances, to the extent that such Affected Bank reasonably determines such increase in capital to be allocable to the existence of such Affected Bank's Commitment. A certificate as to such Bank such additional amount or amounts as will compensate such Bank for such reduction. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof submitted to the BorrowerCompany and the Agent by such Affected Bank, describing in reasonable detail the manner in which notice such amounts have been calculated, shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shallbe conclusive and binding for all purposes, absent manifest error, be final provided that the determination and conclusive and binding on the parties hereto; provided, however, that allocation thereof shall have been made by such determinations are made Affected Bank in good faith using averaging and attribution methods which are reasonablefaith. Failure on Notwithstanding the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other periodforegoing, except that no Affected Bank shall be entitled to demand compensation under or be compensated pursuant to this Section for any costs incurred or reductions suffered with respect 1.08(d) to the extent that such compensation relates to any period of time more than 60 days prior to the date unless upon which such Affected Bank shall have first notified the Borrower Company of the occurrence of the event entitling such Affected Bank to such compensation (unless, and to the extent, that it will demand any such compensation for such costs or reductions not more than six months after so demanded shall relate to the later retroactive application of (i) such date or (ii) any event so notified to the date on which such Bank shall have become aware of such costs or reductionsCompany).

Capital Adequacy. If any Bank shall have determined that (a) the adoption after the date hereof, any Bank has determined that of this Agreement or the adoption or effectiveness after the date of this Agreement (regardless of whether previously announced) of any applicable law, rule Legal Requirement or regulation treaty regarding capital adequacy, or or (b) any change thereinafter the date of this Agreement in any existing or future Legal Requirement or treaty regarding capital adequacy, or or (c) any change after the date of this Agreement in the interpretation or administration thereof of any existing or future Legal Requirement or treaty regarding capital adequacy by any governmental authority, central bank Governmental Authority or comparable agency charged with the interpretation or administration thereof, or or (d) compliance by such any Bank (or its Applicable Lending Office) with any request or directive after the date of this Agreement regarding capital adequacy (whether or not having the force of law) of any such authority, central bank Governmental Authority or comparable agency, agency has or would have the effect of reducing the rate of return on the capital of such Bank's capital Bank (or assets any holding company of which such Bank is a part) as a consequence of its commitments or obligations hereunder under this Agreement and the other Credit Documents to a level below that which such Bank or holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration by an amount deemed by such Bank's policies with respect Bank or holding company to capital adequacy)be material, then then, from time to time, within 15 days after on demand by such BankBank (with a copy to the Agent), the Borrower Company (subject to SECTION 12.8) shall pay to such Bank such additional amount or amounts as will compensate such Bank or holding company for such reduction. Upon determining in good faith that The certificate of any additional Bank setting forth such amount or amounts will as shall be payable pursuant necessary to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth compensate it and the basis of the calculation of such additional amounts, although the failure to give any such notice therefor shall not release or diminish any of the Borrower's obligations to pay additional cover amounts pursuant to this Section. Determination by any such Bank of amounts owing accruing under this Section shallSECTION 6.7 with respect to a period beginning not earlier than 120 days from the date thereof and shall be conclusive and binding, absent manifest error, be final and conclusive and binding . The Company shall pay the amount shown as due on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later certificate upon delivery of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductions.such

Capital Adequacy. If after the date hereof, any Bank has determined or any Issuing Bank determines in good faith that the adoption or effectiveness of compliance with any applicable law, rule law or regulation regarding capital adequacy, or any change therein, guideline or request from any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank 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 this Agreement affects or would affect the amount of capital required or expected to be maintained by such Bank or such Issuing Bank and that the amount of such capital is increased by or based upon the existence of such Bank's commitment to lend or such Issuing Bank's commitment to issue Letters of Credit or any Bank's commitment to risk participate in Letters of Credit and other commitments of this type, then, upon 30 days prior written notice by such Bank or such Issuing Bank (with a copy of any such authoritydemand to the Agent), central bank the Borrowers shall pay to the Agent for the account of such Bank or comparable agencyto such Issuing Bank, has as the case may be, from time to time as specified by such Bank or would have such Issuing Bank, additional amounts (without duplication of any other amounts payable in respect of increased costs) sufficient to compensate such Bank or such Issuing Bank, in light of such circumstances, (i) with respect to such Bank, to the effect extent that such Bank reasonably determines such increase in capital to be allocable to the existence of reducing the rate of return on such Bank's commitment to lend under this Agreement or its commitment to risk participate in Letters of Credit and (ii) with respect to such Issuing Bank, to the extent that such Issuing Bank reasonably determines such increase in capital to be allocable to the issuance or assets as a consequence maintenance of its commitments or obligations hereunder to a level below the Letters of Credit. In determining such additional amounts, each Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that which such Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's policies reasonable good faith determination (made in a manner generally consistent with respect to capital adequacythe Bank's standard practices) of compensation owing under this Section 2.9(b) shall, absent manifest error, be conclusive and binding for all purposes. Each Bank, at the time such Bank demands payment under this Section 2.9(b), then from time shall submit to time, within 15 days after demand by such Bank, the Borrower shall pay Company and the Agent a certificate (A) as to such Bank the amount of such additional amount or amounts as will compensate such Bank for such reduction. Upon determining in good faith that any additional amounts will be payable pursuant to this Sectionamounts, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of (B) detailing the calculation of such additional amounts, although and (C) certifying that such Bank is generally charging such additional amounts to other similarly situated borrowers under similar credit facilities; provided that, unless such Bank is also demanding compensation generally from other similarly situated borrowers of such Bank under similar credit facilities, the failure to give any such notice Borrowers shall not release or diminish any of the Borrower's obligations be required to pay additional amounts compensate such Bank pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation 2.9(b) for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsadditional amounts.

Capital Adequacy. (a) If after the date hereof, any Bank has shall have determined that the adoption or effectiveness after the date hereof of any applicable law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein, in any of the foregoing or any change in the interpretation or administration thereof of any of the foregoing by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank (or any lending office of such Bank) or such Bank's holding company 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 such Bank's capital or assets as a consequence on the capital of its commitments or obligations hereunder the Bank's holding company to a level below that which such Bank or its holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's policies and the policies of such Bank's holding company with respect to capital adequacy)) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the time Borrower shall pay to such Bank as set forth in (b) below such additional amount or amounts as will compensate such Bank or its holding company for any such reduction. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, reduction suffered. (b) A certificate of such Bank will give prompt written notice thereof setting forth such amount or amounts and such details as reasonably requested by the Borrower as shall be necessary to compensate such Bank or its holding company as specified above shall be delivered to the Borrower, which notice Borrower and shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shallbe conclusive, absent manifest error, be final and conclusive and binding . The Borrower shall pay such Bank the amount shown as due on any such certificate delivered by such Bank within ten (10) days after the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Borrower's receipt of the same. (c) Failure on the part of any Bank to demand compensation for increased costs (excluding overhead) or reduction in amounts received or receivable or reduction in return on capital with respect to any period hereunder within one hundred and eighty (180) days prior to demand shall not constitute a waiver of such Bank's rights right to demand any such compensation in with respect to such period or in any other period. (d) If any governmental action described in subsection (a) above is successfully challenged by any Person, except that no and as a consequence thereof any Bank shall be becomes entitled to compensation under this Section for recover any costs incurred or reductions suffered with respect to any date unless which it has been compensated by Borrower, such Bank shall have notified promptly repay the Borrower that such amount as it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware received from the Borrower by way of such costs or reductionscompensation.

Capital Adequacy. If after the date hereof, any hereof the Bank has determined determines that (a) the adoption of or effectiveness of change in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any a court or governmental authority, central bank or comparable agency charged authority with the interpretation or administration thereofappropriate jurisdiction, or (b) compliance by such the Bank or any corporation controlling the 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 such the Bank's capital or assets as a consequence of its commitments or obligations hereunder commitment with respect to any Loans to a level below that which such the Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such the Bank's then existing policies with respect to capital adequacy)adequacy and assuming full utilization of such entity's capital) by any amount deemed by the Bank to be material, then from time to time, within 15 days after demand by the Bank shall notify the Borrower of such Bankfact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the Borrower and the Bank shall pay thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such notice, an adjustment payable hereunder that will adequately compensate the Bank in light of these circumstances. If the Borrower and the Bank are unable to agree to such Bank such additional amount or amounts as will compensate such Bank for such reduction. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis adjustment within thirty (30) days of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) 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 Bank's reasonable determination, provide adequate compensation. The Bank shall have become aware of allocate such costs or reductionscost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. If after the date hereof, hereof any Bank has determined or the Agent ----------------- determines that (i) the adoption of or effectiveness of change in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any a court or governmental authority, central bank or comparable agency charged authority with the interpretation or administration thereofappropriate jurisdiction, or (ii) compliance by such Bank or the Agent or any corporation controlling such Bank or the Agent with any request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on such Bank's capital or assets as a consequence of its commitments or obligations hereunder the Agent's commitment with respect to any Loans to a level below that which such Bank or the Agent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's or the Agent's then existing policies with respect to capital adequacy)adequacy and assuming full utilization of such entity's capital) by any amount deemed by such Bank or (as the case may be) the Agent to be material, then from time to time, within 15 days after demand by such BankBank or the Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the Borrower shall pay to and such Bank shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such additional amount or amounts as notice, an adjustment payable hereunder that will adequately compensate such Bank for such reductionin light of these circumstances. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, If the Borrower and such Bank will give prompt written notice thereof are unable to the Borrower, which notice shall set forth the basis agree to such adjustment within thirty (30) days of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in such Bank's reasonable determination, provide adequate compensation. Each Bank shall have become aware of allocate such costs or reductionscost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. If a Lender shall have reasonably determined that, after the date hereof, any Bank has determined that either (i) the adoption or effectiveness of any applicable law, rule rule, regulation, or regulation guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by such Bank Lender (or any lending office of such Lender) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank bank, or comparable agency, has or would have the effect of reducing the rate of return on such BankLender's capital or assets as a consequence of its commitments or Borrower's obligations hereunder to a level below that which such Bank Lender could have achieved but for such adoption, effectivenesschange, change or compliance (taking into consideration by an amount reasonably deemed by such Bank's policies with respect Lender to capital adequacy)be material, then from time to time, within 15 ten days after demand by such BankLender, the Borrower shall pay to such Bank Lender such additional amount or amounts as will adequately compensate such Bank Lender for such reduction. Upon determining in good faith that Each Lender will notify Borrower of any event of which it has actual knowledge, occurring after the date thereof, which will entitle such Lender to compensation pursuant to this Section 2.11. No failure by a Lender to immediately demand payment of any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such BankLender's rights right to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware payment of such costs or reductionsamounts at any subsequent time.

Capital Adequacy. (a) If after the date hereof, any Bank has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank any Participant 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, in each case made subsequent to the Documentation Date has or would will have the effect of reducing the rate of return on such Bankany Participant's capital or assets its parent company's capital, as a consequence of its commitments or obligations hereunder to a level below that which such Bank Participant or its parent company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such BankParticipant's or its parent company's policies with respect to capital adequacy), then then, upon notice from time to time, within 15 days after demand by such BankParticipant, the Borrower Lessee shall pay to such Bank Participant such additional amount or amounts as will compensate such Bank Participant and its parent company for such reductionreduction (it being understood that such parent company shall not be reimbursed to the extent its subsidiary Participant is ▇▇▇ Research Corporation Participation Agreement reimbursed by the Lessee in connection with the same or a similar law, rule, regulation, change, request or directive applicable to such Participant). Upon determining All payments required by this Section 13.11 shall be made by the Lessee within five (5) Business Days after demand by such Participant. The Lessee shall not be obligated to reimburse any Participant for any reduced return incurred more than one hundred eighty (180) days prior to the date that such Participant delivers notice to the Lessee of such reduced return unless such Participant gives notice thereof to the Lessee in good faith that accordance with this Section 13.11 during such one hundred eighty (180) day period. If any Participant becomes entitled to claim any additional amounts will be payable pursuant to this Sectionclause, such Bank will give it shall provide prompt written notice thereof to the BorrowerLessee, which notice shall set forth through the basis Administrative Agent, certifying (x) that one of the events described in this clause (a) has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by such Participant and a reasonably detailed explanation of the calculation of such additional amounts, although the failure thereof. Such a certificate as to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts payable pursuant to this Sectionclause submitted by such Participant to the Lessee shall be conclusive in the absence of manifest error. Determination by This covenant shall survive the termination of this Participation Agreement and the other Operative Documents and the payment of the Loans, Lessor Amounts and all other amounts payable hereunder and thereunder. (b) Each Participant shall use its commercially reasonable efforts to reduce or eliminate, any such Bank of amounts owing under claim for compensation pursuant to this Section shall13.11, absent manifest errorincluding, without limitation, a change in the office of such Participant at which its obligations related to the Operative Documents are maintained if such change will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Participant, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank otherwise disadvantageous to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsit.

Capital Adequacy. If If, after the date hereof, any Bank has Lender shall have determined that either (a) the adoption or effectiveness of any applicable law, rule rule, regulation, or regulation guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or (b) compliance by such Bank Lender (or any lending office of Lender) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank bank, or comparable agency, has or would have the effect of reducing the rate of return on such BankLender's capital or assets as a consequence of its commitments or Borrower's obligations hereunder to a level below that which such Bank Lender could have achieved but for such adoption, effectivenesschange, change or compliance (taking into consideration such BankLender's policies with respect to capital adequacy)) by an amount deemed by Lender to be material, then from time to time, within 15 fifteen (15) days after demand by such BankLender, the Borrower shall pay to such Bank Lender such additional amount or amounts as will adequately compensate such Bank Lender for such reduction. Upon determining in good faith that Lender will promptly notify Borrower of any additional amounts event of which it has actual knowledge, occurring after the date thereof, which will be payable entitle Lender to compensation pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis Section 9.17. A certificate of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to Lender claiming compensation under this Section for any costs incurred 9.17 and setting forth the additional amount or reductions suffered amounts to be paid to it hereunder, together with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after description of the later of (i) such date or (ii) the date on manner in which such Bank amounts have been calculated, shall have become aware be conclusive in the absence of manifest error. In determining such costs or reductionsamount, Lender may use any reasonable averaging and attribution methods.

Capital Adequacy. If after the date hereof, hereof any Bank has determined or the Agent determines that (a) the adoption of or effectiveness of change after the Closing Date in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any a court or governmental authority, central bank or comparable agency charged authority with the interpretation or administration thereofappropriate jurisdiction, or (b) compliance by such Bank or the Agent or any corporation controlling such Bank or the Agent with any request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on such Bank's capital Commitment with respect to any Revolving Credit Loans or assets as a consequence of its commitments or obligations hereunder the Revolving Credit Loans to a level below that which such Bank or the Agent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's or the Agent's then existing policies with respect to capital adequacy)adequacy and assuming full utilization of such entity's capital) by any amount deemed by such Bank or (as the case may be) the Agent to be material, then from time to time, within 15 days after demand by such BankBank or the Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the Borrower shall pay to and such Bank shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such additional amount or amounts as notice, an adjustment payable hereunder that will adequately compensate such Bank for in light of these circumstances. If the Borrower and such reductionBank are unable to agree to such adjustment within thirty (30) days of the date on which the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in such Bank's reasonable determination, provide adequate compensation. Upon determining Each Bank shall allocate such cost increases among its customers in good faith that and on an equitable basis. (S)5.9 Certificate A certificate setting forth any additional amounts will be payable pursuant to this Section(S)5.7 or (S)5.8 hereof and a brief explanation of such amounts which are due, such submitted by any Bank will give prompt written notice thereof or the Agent to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shallbe conclusive, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations amounts are made in good faith using averaging due and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsowing.

Capital Adequacy. If after the date hereof, any Bank has Lender shall have determined that the adoption or effectiveness after the date of this Agreement of any applicable law, rule or regulation regarding capital adequacy, or any change therein, after the date of this Agreement therein or any change in the interpretation or administration application thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank any Lender with any request or directive after the date of this Agreement regarding capital adequacy (whether or not having the force of law) of from any such authority, central bank or comparable agencygovernmental authority, has does or would shall have the effect of reducing the rate of return on such BankLender's capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Bank Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such BankLender's policies with respect to capital adequacy)) by an amount reasonably deemed by such Lender to be material, then from time to time, within 15 days after demand submission by such BankLender to Agent and Borrowers of a written demand therefor, the Borrower Borrowers shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such reduction. Upon determining A certificate of such Lender claiming entitlement to payment as set forth above shall be conclusive in good faith that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice absence of manifest error. Such certificate shall set forth the basis nature of the calculation of occurrence giving rise to such payment, the additional amountsamount or amounts to be paid to such Lender, although and the failure to give method by which such amounts were determined. In determining such amount, such Lender may use any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using reasonable averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsmethod.

Capital Adequacy. If any Bank shall have determined that (a) the adoption after the date hereof, any Bank has determined that of this Agreement or the adoption or effectiveness after the date of this Agreement (regardless of whether previously announced) of any applicable law, rule Legal Requirement or regulation treaty regarding capital adequacy, or or (b) any change thereinafter the date of this Agreement in any existing or future Legal Requirement or treaty regarding capital adequacy, or or (c) any change after the date of this Agreement in the interpretation or administration thereof of any existing or future Legal Requirement or treaty regarding capital adequacy by any governmental authority, central bank Governmental Authority or comparable agency charged with the interpretation or administration thereof, or or (d) compliance by such any Bank (or its Applicable Lending Office) with any request or directive after the date of this Agreement regarding capital adequacy (whether or not having the force of law) of any such authority, central bank Governmental Authority or comparable agency, agency has or would have the effect of reducing the rate of return on the capital of such Bank's capital Bank (or assets any holding company of which such Bank is a part) as a consequence of its commitments or obligations hereunder under this Agreement and the other Credit Documents to a level below that which such Bank or holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration by an amount deemed by such Bank's policies with respect Bank or holding company to capital adequacy)be material, then then, from time to time, within 15 days after on demand by such BankBank (with a copy to the Agent), the Borrower Company (subject to Section 12.8) shall pay to such Bank such additional amount or amounts as will compensate such Bank or holding company for such reduction. Upon determining in good faith that The certificate of any additional Bank setting forth such amount or amounts will as shall be payable pursuant necessary to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth compensate it and the basis of the calculation of such additional amounts, although the failure to give any such notice therefor shall not release or diminish any of the Borrower's obligations to pay additional cover amounts pursuant to this Section. Determination by any such Bank of amounts owing accruing under this Section shall6.7 with respect to a period beginning not earlier than 120 days from the date thereof and shall be conclusive and binding, absent manifest error. The Company shall pay the amount shown as due on any such certificate upon delivery of such certificate. In preparing such certificate, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any a Bank to demand compensation for any period hereunder shall not constitute a waiver of may take into consideration such Bank's rights to demand any and such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered holding company's policies with respect to any date unless capital adequacy, employ such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductions.assumptions and allocations of

Capital Adequacy. If after the date hereof, any Bank has determined that the adoption or effectiveness as a result of any regulatory change directly or indirectly affecting Lender or any of Lender's affiliated companies there shall be imposed, modified or deemed applicable lawany tax, rule or regulation regarding reserve, special deposit, minimum capital, capital adequacyratio, or any change thereinsimilar requirement against or with respect to or measured by reference to loans made or to be made to Borrowers hereunder, or to Letters of Credit issued on behalf of Borrowers pursuant to the Letter of Credit Agreement, and the result shall be to increase the cost to Lender or to any change in the interpretation of Lender's affiliated companies of making or administration thereof by maintaining any governmental authority, central bank Revolving Loan or comparable agency charged with the interpretation or administration thereofLetter of Credit hereunder, or compliance by such Bank with reduce any request or directive regarding capital adequacy (whether or not having the force of law) amount receivable in respect of any such authorityRevolving Loan and which increase in cost, central bank or comparable agencyreduction in amount receivable, has shall be the result of Lender's or would have Lender's affiliated company's reasonable allocation among all affected customers of the effect aggregate of reducing such increases or reductions resulting from such event, then, within ten (10) days after receipt by Borrowers of a certificate from Lender containing the rate of return on such Bank's capital or assets as a consequence of its commitments or obligations hereunder information described in this Section 3.5 which shall be delivered to a level below that which such Bank could have achieved but for such adoptionBorrowers, effectiveness, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy), then each Borrower agrees from time to time, within 15 days after demand by such Bank, the Borrower shall time to pay to such Bank Lender such additional amount or amounts as will shall be sufficient to compensate such Bank Lender or any of Lender's affiliated companies for such reductionincreased costs or reductions in amounts which Lender determines in Lender's reason- able discretion are material. Upon determining in good faith that any additional Notwithstanding the foregoing, all such amounts will shall be payable pursuant to this Section, such Bank will give prompt written notice thereof subject to the Borrower, which notice shall set forth the basis provisions of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this SectionSection 3.4. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to The certificate requesting compensation under this Section for any costs incurred 3.5 shall identify the regulatory change which has occurred, the requirements which have been imposed, modified or reductions suffered with respect to any date unless deemed applicable, the amount of such Bank shall have notified additional cost or reduction in the Borrower that it will demand compensation for such costs or reductions not more than six months after amount receivable and the later of (i) such date or (ii) the date on way in which such Bank shall have become aware of such costs or reductionsamount has been calculated.

Capital Adequacy. If If, after the date hereofof this Agreement, any the Bank has shall have determined that the adoption or effectiveness implementation of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such the Bank 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 such the Bank's capital capital, on this credit facility or assets otherwise, as a consequence of its commitments or obligations hereunder and under the Letter of Credit to a level below that which such the Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such the Bank's policies with respect to capital adequacy)) by an amount deemed by the Bank to be material, then from time to time, within 15 days after promptly upon demand by such the Bank, the Borrower shall Company hereby agrees to pay to such the Bank such additional amount or amounts as will compensate such the Bank for such reduction. Upon determining in good faith that A certificate of the Bank claiming compensation under this subsection and setting forth the additional amount or amounts to be paid to it hereunder, setting forth the reason for such compensation and the methodology for computation of the amount due, shall be conclusive absent manifest error and notice shall be furnished to the Company at least thirty (30) days prior to any additional amounts will be payable adjustment of the Bank's compensation pursuant to this SectionSection 2F, and no such Bank will give prompt written notice thereof to the Borrower, which notice adjustment shall set forth the basis of the calculation of take effect until such additional amounts, although the failure to give thirty-day period has expired. In determining any such notice shall not release or diminish amount, the Bank may use any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using reasonable averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsmethods.

Capital Adequacy. If If, after the date hereof, any Bank has Lender shall have reasonably determined that either (i) the adoption or effectiveness (after the date hereof) of any applicable law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by such Bank Lender (or any lending office of Lender) with any request or directive (issued after the date hereof) regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and having general application to lenders such as Lender, has or would have the effect of reducing the rate of return on such BankLender's capital or assets as a consequence of its commitments or Borrower's obligations hereunder to a level below that which such Bank Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's policies with respect by an amount reasonably deemed by Lender to capital adequacy)be material, then from time to time, within 15 five (5) days after demand by such BankLender, the Borrower shall pay to such Bank Lender such additional amount or amounts as will adequately compensate such Bank Lender for such reduction, provided that Borrower will not be required to pay any more than similarly situated customers of Lender. Upon determining in good faith that Lender will notify Borrower of any event of which it has actual knowledge, occurring after the date thereof, which will entitle Lender to compensation pursuant to this Section 2.07. No failure by Lender to immediately demand payment of any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such BankLender's rights right to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware payment of such costs or reductionsamounts at any subsequent time.

Capital Adequacy. If after the date hereof, hereof any Bank has determined Lender or the Loan Servicer determines that (a) the adoption of or effectiveness of change in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any governmental authority, central bank or comparable agency charged a Governmental Authority with the interpretation or administration thereofappropriate jurisdiction, or (b) compliance by such Bank Lender or the Loan Servicer or any corporation controlling such Lender or the Loan Servicer 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 such BankLender's capital or assets as a consequence of its commitments or obligations hereunder the Loan Servicer's commitment with respect to any Loans to a level below that which such Bank Lender or the Loan Servicer could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such BankLender's or the Loan Servicer's then existing policies with respect to capital adequacy)adequacy and assuming full utilization of such entity's capital) by any amount deemed by such Lender or (as the case may be) the Loan Servicer to be material, then from time to time, within 15 days after demand by such BankLender or the Loan Servicer may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate or LIBOR Rate, the Borrower agrees to pay such Lender or (as the case may be) the Loan Servicer for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or (as the case may be) the Loan Servicer of a certificate in accordance with Section 5.8 hereof. Such Lender or (as the case may be) the Loan Servicer shall pay to allocate such Bank such additional amount or amounts as will compensate such Bank for such reduction. Upon determining cost increases among its customers in good faith that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the and on an equitable basis. The failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure delay on the part of any Bank Lender to demand compensation for any period hereunder reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such BankLender's rights right to demand such compensation; provided, that the Borrower shall not be under any such compensation in such period or in obligation to compensate any other period, except that no Bank shall be entitled to compensation Lender under this Section 5.7 for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) period prior to the date on which that is 120 days prior to such Bank shall have become aware request if such Lender knew of the circumstances giving rise to such reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such costs or reductions.

Capital Adequacy. If after the date hereof, hereof any Bank has determined or the Agent ------- -------- determines that (a) the adoption of or effectiveness of change after the Closing Date in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any a court or governmental authority, central bank or comparable agency charged authority with the interpretation or administration thereofappropriate jurisdiction, or (b) compliance by such Bank or the Agent or any corporation controlling such Bank or the Agent with any request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on such Bank's capital or assets as a consequence of its commitments or obligations hereunder the Agent's commitment with respect to any Revolving Credit Loans to a level below that which such Bank or the Agent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's or the Agent's then existing policies with respect to capital adequacy)adequacy and assuming full utilization of such entity's capital) by any amount deemed by such Bank or (as the case may be) the Agent to be material, then from time to time, within 15 days after demand by such BankBank or the Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the Borrower shall pay to and such Bank shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such additional amount or amounts as notice, an adjustment payable hereunder that will adequately compensate such Bank for such reductionin light of these circumstances. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, If the Borrower and such Bank will give prompt written notice thereof are unable to the Borrower, which notice shall set forth the basis agree to such adjustment within thirty (30) days of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in such Bank's reasonable determination, provide adequate compensation. Each Bank shall have become aware of allocate such costs or reductionscost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. (a) If after the date hereof, any Bank has determined determines in good faith that the adoption or effectiveness of compliance with any applicable law, rule rule, regulation, guideline, request or regulation regarding directive, whether or not having the force of law, from a governmental authority, central bank or comparable agency, concerning capital adequacyadequacy or reserves, or any change therein, 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 such Bank 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 will have the effect of reducing the rate of return on such Bank's the capital or assets of such Bank or any Person controlling such Bank as a consequence of its such Bank’s commitments or obligations hereunder to a level below that which such Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy)hereunder, then from time to time, time within 15 days after demand therefor by such BankBank (with a copy to the Administrative Agent), the Borrower shall will pay to such Bank such additional amount or amounts as will compensate such Bank or Person for such reduction. Upon Each Bank, upon determining in good faith that any additional amounts increased costs will be payable pursuant to this SectionSection 2.10, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth show the basis of the for calculation of such additional amountsincreased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's ’s obligations to pay additional amounts increased costs pursuant to this Section. Determination To the extent that the notice required by the immediately preceding sentence is given by any Bank more than 180 days after the occurrence of the event giving rise to additional costs of the type described in this Section 2.10, such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section 2.10 for any costs amounts incurred or reductions suffered with respect accrued prior to the giving of such notice to the Borrower. (b) If the Borrower shall, as a result of the requirements of subsection (a) above or Section 2.12, be required to pay any date unless Bank the additional costs referred to therein and the Borrower, in its sole discretion, shall deem such additional amounts to be material, the Borrower shall have the right to substitute another bank satisfactory to the Administrative Agent for such Bank which has certified the additional costs to the Borrower, and the Administrative Agent shall have notified use reasonable efforts to assist the Borrower to locate such substitute bank. Any such substitution shall be on terms and conditions satisfactory to the Administrative Agent and until such time as such substitution shall be consummated, the Borrower shall continue to pay such additional costs. Upon any such substitution, the Borrower shall pay or cause to be paid to the Bank that it will demand compensation for such costs or reductions not more than six months after the later of is being replaced, all principal, interest (i) such date or (ii) to the date on which of such substitution) and other amounts owing hereunder to such Bank shall have become aware of and such costs or reductionsBank will be released from liability hereunder.

Capital Adequacy. If Except as provided in Section 3.6, if any Lender shall have determined that compliance by such Lender with any change after the date hereof, any Bank has determined that the adoption or effectiveness of hereof in any applicable law, rule governmental rule, regulation or regulation order regarding capital adequacyadequacy of banks or bank holding companies, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank Lender with any request or directive regarding capital adequacy if such Lender reasonably believes that compliance therewith is in accordance with customary commercial practice (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's Lender’s capital or assets as a consequence of its commitments or such Lender’s obligations hereunder to a level below that which such Bank Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's Lender’s policies with respect to capital adequacy)adequacy immediately before such compliance and assuming that such Lender’s capital was fully utilized prior to such compliance) by an amount deemed by such Lender to be material, then the Borrower will on demand by the Administrative Agent, accompanied by the certificate referred to below, pay to the Administrative Agent from time to time, within 15 days after demand time as specified by such Bank, the Borrower shall pay to such Bank Lenders as are so affected such additional amount or amounts as will shall be sufficient to compensate such Bank Lenders for such reductionreduced return, together with interest on each such amount from 15 Banking Days after the date demanded until payment in full thereof at the rate of interest on overdue installments of principal provided in Section 3.1. Upon determining in good faith that A certificate of an officer of any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set Lender setting forth the amount to be paid to it and the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section for computation thereof hereunder shall, absent in the absence of manifest error, be final and conclusive and binding on the parties hereto; providedconclusive. In determining such amount, however, that such determinations are made in good faith using Lender may use any reasonable averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsmethods.

Capital Adequacy. If after the date hereof, any Bank has shall have determined that the adoption or effectiveness implementation of any applicable law, rule rule, or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Bank (or its parent) with any request guideline, request, or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyother Governmental Authority, has or would have the effect of reducing the rate of return on such Bank's (or its parent's) capital or assets as a consequence of its commitments or obligations hereunder or the transactions contemplated hereby to a level below that which such Bank (or its parent) could have achieved but for such adoption, effectivenessimplementation, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy)) by an amount deemed by such Bank to be material, then from time to time, within 15 days ten (10) Business Days after demand by such BankBank (with a copy to the Agent), the Borrower Borrowers shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its parent) for such reduction. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that the Borrowers shall not be required to compensate any such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of Bank for any Bank to demand compensation such reduction for any period hereunder shall not constitute prior to the date upon which such Bank gives notice to the Borrowers that an event or change resulting in a waiver reduced rate of return on the Bank's capital has occurred. A certificate of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to claiming compensation under this Section for any costs incurred and setting forth the additional amount or reductions suffered with respect amounts to any date unless be paid to it hereunder shall be conclusive, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsmay use any reasonable averaging and attribution methods.

Capital Adequacy. If after the date hereof, any Bank has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in any law, or enactment of any new law, governmental rule, regulation, policy, guideline or directive or the interpretation or administration thereof by a court or governmental authority with appropriate jurisdiction affects the amount of capital required or expected to be maintained by any governmental authority, central bank Bank or comparable agency charged with the interpretation or administration thereof, or compliance by any corporation controlling such Bank and such Bank determines that the amount of capital required to be maintained by it is increased by or based upon the existence of such Bank's commitment with respect to any request Loans or directive regarding capital adequacy (whether or not having the force of law) of any such authorityBond, central bank or comparable agency, and has or would have the effect of reducing the rate of return on such Bank's capital or assets as a consequence of its commitments or such Bank's obligations hereunder to a level below that which such Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's policies with respect to capital adequacyadequacy immediately before such compliance by an amount deemed by such Bank to be material, then such Bank or the Agent may notify the Obligors of such fact. To the extent that the costs of such increased capital requirements are not reflected in the Floating Rate, and without duplication of any payment coming due under SECTION 4.6.3, the Obligors and such Bank or (as the case may be) the Agent shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Obligors receive such notice, an adjustment payable hereunder that will adequately compensate such Bank in light of these circumstances. If the Obligors and such Bank or the Agent are unable to agree to such adjustment within thirty (30) days of the date on which the Obligors receive such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), then from time to timethe fees payable hereunder shall increase by an amount that will, within 15 days after demand by in such Bank's and the Agent's reasonable determination, provide adequate compensation. Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis. The Obligors may at their option elect to seek a substitute Bank (which may be one or more of the Banks and which shall be reasonably satisfactory to the Banks other than the Bank demanding such compensation) to purchase the portion of the Loans and the Bond then held by, and to assume the commitments hereunder of, such Bank. Until such substitution shall be consummated, the Borrower Obligors shall continue to pay to such Bank such additional amount or being replaced any amounts as will compensate such Bank for such reduction. Upon determining in good faith that any additional amounts will be payable pursuant to required by this SectionCredit Agreement, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to including this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsSECTION 4.

Capital Adequacy. If after In the date hereof, any Bank has determined event that the adoption a Regulatory Change does or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank 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 shall have the effect of reducing the rate of return on such Bank's capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy)) by an amount deemed by such Bank to be material, then from time to time, within 15 ten (10) days after demand submission by such Bank to the Borrower (with a copy to the Agent) of a written request therefor, together with a certificate (which shall be conclusive absent manifest error), setting forth the calculations evidencing such requested additional amount, and the law or regulation with respect thereto and certifying that such request is consistent with such Bank's treatment of other similar customers having similar provisions generally in their agreements with such Bank, and that such request is being made on the basis of a reasonable allocation of the costs resulting from such law or regulation, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. Upon determining Allocations shall not be deemed reasonable unless made ratably, to the extent practicable, to all affected assets, commitments, activities or other relevant aspects of such Bank's business, whether or not the Bank is entitled to compensation with respect thereto. Notwithstanding the foregoing, the Borrower shall only be obligated to compensate such Bank for any amount under this subsection arising or occurring during (i) in good faith the case of each such request for compensation, any time or period commencing not more than sixty (60) days prior to the date on which such Bank submits such request and (ii) any other time or period during which, because of the unannounced retroactive application of such law, regulation, interpretation, request or directive, such Bank could not have known that any additional amounts the resulting reduction in return might arise. Each Bank will be payable notify the Borrower that it is entitled to compensation pursuant to this Section, subsection as promptly as practicable after it determines to request such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties heretocompensation; provided, however, that the failure to provide such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on notice shall not restrict the part ability of any such Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation reimbursed under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of 2.12 except as provided in clause (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsabove.

Capital Adequacy. If any Bank shall determine that the adoption after the date hereof, any Bank has determined that the adoption or effectiveness hereof of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin any existing law, rule or regulation, 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, thereof or compliance by such Bank (or its lending office) 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 such Bank's capital or assets as a consequence of its commitments obligations hereunder or obligations credit extended by it hereunder to a level below that which such Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy)) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand time as specified by such Bank, Bank the Borrower Company shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that (i) such determinations are made Bank shall promptly notify the Company of an event which might cause it to seek compensation, and the Company shall be obligated to pay only such compensation which is incurred or which arises after the date sixty (60) days prior to the date such notice is given, and (ii) the Company shall have no obligation to pay any amount that would otherwise be payable under this Section solely as a result of such Bank being in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of regulatory classification that is lower than such Bank's rights to demand any regulatory classification on the date of this Agreement. A certificate of such compensation in such period or in any other period, except that no Bank shall be entitled to claiming compensation under this Section for any costs incurred 3.7 and setting forth the additional amount or reductions suffered with respect amounts to any date unless be paid to it hereunder in reasonable detail shall be conclusive if reasonably determined. In determining such amount, such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsmay use any reasonable averaging and attribution methods.

Capital Adequacy. If after the date hereof, any Bank has determined Lender shall determine that the adoption or effectiveness of any applicable law, rule Applicable Law regarding the capital adequacy of banks or regulation regarding capital adequacybank holding companies, or any change therein, in any Applicable Law 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 such Bank Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such BankLender's capital or assets as a consequence of its commitments commitment or its obligations to fund or maintain Advances hereunder to a level below that which such Bank it could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such BankLender's policies with respect to capital adequacy)adequacy immediately before such adoption, then from time change or compliance and assuming that such Lender's capital was fully utilized prior to timesuch adoption, within 15 days after change or compliance) by an amount deemed by such Lender in good faith to be material and such Lender has attempted in good faith, but without success, to mitigate or eliminate such reduction in its rate of return by assigning its Loans and its portion of the Commitment to an affiliate of such Lender if such assignment would be reasonable under the circumstances as determined by such Lender in good faith and would not be otherwise disadvantageous to such Lender, then, upon the earlier of demand by such BankLender or the Maturity Date, the Borrower shall immediately pay to such Bank Lender, such additional amount or amounts as will shall be sufficient to compensate such Bank Lender for such reductionreduced return, together with interest on such amount from the fourth (4th) day after the date of demand or the Maturity Date, as applicable, until payment in full thereof at the Default Rate. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, A certificate of such Bank will give prompt written notice thereof to the Borrower, which notice shall set Lender setting forth the basis amount to be paid to such Lender by the Borrower as a result of the calculation of such additional amounts, although the failure any event referred to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to in this Section. Determination by any such Bank of amounts owing under this Section paragraph shall, absent manifest error, be final and conclusive and binding on conclusive, and, at the parties hereto; providedBorrower's request, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on Lender shall set forth the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation basis for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsdetermination.

Capital Adequacy. If after In the date hereof, event that any Bank has Lender shall have determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank 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, a Regulatory Change has or would have the effect of reducing the rate of return on such Bank's Lender’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Bank Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's Lender’s policies with respect to capital adequacy)) by an amount deemed by such Lender to be material, then from time to time, within 15 ten (10) days after demand submission by such BankLender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, together with a certificate (which shall be conclusive absent manifest error), setting forth the calculations evidencing such requested additional amount, and the law or regulation with respect thereto and certifying that such request is consistent with such Lender’s treatment of other similar customers having similar provisions generally in their agreements with such Lender and that such request is being made on the basis of a reasonable allocation of the costs resulting from such law or regulation, the Borrower shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender for such reduction. Upon determining Allocations shall not be deemed reasonable unless made ratably, to the extent practicable, to all affected assets, commitments, activities or other relevant aspects of such Lender’s business, whether or not the Lender is entitled to compensation with respect thereto. Notwithstanding the foregoing, the Borrower shall only be obligated to compensate such Lender for any amount under this subsection arising or occurring during (a) in good faith the case of each such request for compensation, any time or period commencing not more than ninety (90) days prior to the date on which such Lender submits such request and (b) any other time or period during which, because of the unannounced retroactive application of such law, regulation, interpretation, request or directive, such Lender reasonably could not have known that any additional amounts the resulting reduction in return might arise. Each Lender will be payable notify the Borrower that it is entitled to compensation pursuant to this Section, subsection as promptly as practicable after it determines to request such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties heretocompensation; provided, however, that the failure to provide such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder notice shall not constitute a waiver restrict the ability of such Bank's rights Lender to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation reimbursed under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductions2.13.

Capital Adequacy. If after the date hereof, any Bank has or Issuing Bank or any Affiliate of any Bank shall have reasonably determined that the adoption or effectiveness after the Agreement Date of any applicable lawApplicable Law, rule governmental rule, regulation or regulation order regarding the capital adequacyadequacy of banks or bank holding companies, or any change therein, or any change after the Agreement Date 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 such Bank or Issuing Bank or any Affiliate of any Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's or Issuing Bank's or any Affiliate of such Bank capital or assets as a consequence of its commitments such Bank's or Issuing Bank's Commitment or obligations hereunder to a level below that which such Bank it could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's or Issuing Bank's or any Affiliate of such Bank's policies with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that such Bank's or Issuing Bank's or any Affiliate's of such Bank, capital was fully utilized prior to such adoption, change or compliance), then from time to timethen, within by the earlier of (x) 15 days after demand by such Bank or Issuing Bank, or (y) the Borrower Maturity Date, the Co-Borrowers shall immediately pay to such Bank or Issuing Bank such additional amount or amounts as will shall be sufficient to compensate such Bank or Issuing Bank for any such reduction. Upon determining in good faith reduction actually suffered; provided, however, that any additional there shall be no duplication of amounts will be payable paid to a Bank pursuant to this Section, sentence and Section 11.3 hereof. A certificate of such Bank will give prompt written notice thereof to the Borrower, which notice shall set or Issuing Bank setting forth the basis of the calculation of such additional amounts, although the failure amount to give any such notice shall not release or diminish any of the Borrower's obligations be paid to pay additional amounts pursuant to this Section. Determination by any such Bank or Issuing Bank by the Co-Borrowers as a result of amounts owing under any event referred to in this Section paragraph shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsconclusive.

Capital Adequacy. If after the date hereof, hereof any Bank has determined or any of the Agents determines that (a) the adoption of or effectiveness of change in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any a court or governmental authority, central bank or comparable agency charged authority with the interpretation or administration thereofappropriate jurisdiction, or (b) compliance by such Bank or such Agent or any corporation controlling such Bank or such Agent with any request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyentity regarding capital adequacy, has or would have the effect of reducing the rate of return on such Bank's capital or assets as a consequence of its commitments or obligations hereunder such Agent's commitment with respect to any Loans to a level below that which such Bank or such Agent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's or such Agent's then existing policies with respect to capital adequacyadequacy and assuming full utilization of such entity's capital) by any amount deemed by such Bank or (as the case may be) such Agent to be material, then such Bank or such Agent may notify the applicable Borrower of such fact. To the extent that the amount of such reduction in the return on capital is based on the US Commitment, Mexican Commitment, US Loans, Mexican Loans or the Canadian Term Loan and is not reflected in the interest or fees payable by the US Borrower, the Canadian Borrower or the Mexican Borrower (as the case may be), then from time such Borrower and such Bank shall thereafter attempt to timenegotiate in good faith, within 15 thirty (30) days after demand by of the day on which such BankBorrower receives such notice, the Borrower shall pay to such Bank such additional amount or amounts as an adjustment payable hereunder that will adequately compensate such Bank for in light of these circumstances. If such reduction. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, Borrower and such Bank will give prompt written notice thereof are unable to the Borrower, which notice shall set forth the basis agree to such adjustment within thirty (30) days of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in such Bank's reasonable determination, provide adequate compensation. To the extent that the amount of such reduction in the return on capital is based on the Australian Commitment or the Australian Revolving Credit Loans and is not reflected in the interest or fees payable by the Australian Borrower, the Australian Borrower and such Bank shall have become aware thereafter attempt to negotiate in good faith, within thirty (30) days of the date on which the Australian Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Bank in light of these circumstances. If the Australian Borrower and such Bank are unable to agree to such adjustment within thirty (30) days of the date on which the Australian Borrower receives such notice, then commencing on the date of such costs or reductionsnotice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in such Bank's reasonable determination, provide adequate compensation. Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. If If, at any time after the date hereofEffective Date, the introduction of or any Bank has determined that the adoption or effectiveness of change in any applicable law, rule rule, regulation, order, guideline or regulation regarding capital adequacy, request or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by such any Issuing Bank or any LC Participant with any request or directive regarding capital adequacy by any such Governmental Authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by such Issuing Bank or participated in by such LC Participant, or (ii) impose on such Issuing Bank or such LC Participant any other conditions relating, directly or indirectly, to this Credit Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to such authorityIssuing Bank or such LC Participant of issuing, central bank maintaining or comparable agencyparticipating in any Letter of Credit, has or would have reduce the effect amount of reducing any sum received or receivable by such Issuing Bank or such LC Participant hereunder or reduce the rate of return on such Bank's its capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's policies with respect to capital adequacyLetters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or profits of such Issuing Bank or such LC Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then from then, upon the delivery at any time to time, within 15 180 days after demand the date on which an officer of the Issuing Bank or LC Participant, as the case may be, responsible for overseeing this Credit Agreement knows or has reason to know of its right to additional compensation under this Section 3.6, of the certificate referred to below to the Funds Administrator by such BankIssuing Bank or such LC Participant, as the Borrower case may be (a copy of which certificate shall be sent by such Issuing Bank or such LC Participant to the Agent), Borrowers jointly and severally agree to pay to such Issuing Bank or such LC Participant such additional amount or amounts as will compensate such Issuing Bank or such LC Participant for such reductionincreased cost or reduction in the amount receivable or reduction on the rate of return on its capital; provided, that if such Issuing Bank or such LC Participant, as the case may be, fails to deliver such demand within such 180-day period, such entity shall only be entitled to additional compensation for any such costs incurred from and after the date that is 180 days prior to the date the Borrowers received such demand. Upon Any Issuing Bank or any LC Participant, upon determining in good faith that any additional amounts will be payable pursuant to this SectionSection 3.6, such Bank will give prompt written notice thereof to the BorrowerFunds Administrator, which notice shall set include a certificate submitted to the Funds Administrator by the Issuing Bank or such LC Participant (a copy of which certificate shall be sent by such Issuing Bank or such LC Participant to the Agent), setting forth in reasonable detail the basis of for the calculation of such additional amounts, although the failure amount or amounts necessary to give any compensate such notice shall not release Issuing Bank or diminish any of the Borrower's obligations such LC Participant. Any certificate required to pay additional amounts be delivered pursuant to this Section. Determination by any such Bank of amounts owing under this Section 3.6 shall, absent manifest demonstrable error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsBorrowers.

Capital Adequacy. If If, after the date hereof, any Bank has determined that the adoption or effectiveness of any applicable law, rule Applicable Law regarding the capital adequacy of banks or regulation regarding capital adequacybank holding companies, or any change therein, or effectiveness in Applicable Law (whether adopted before or after the Agreement Date) or any change in the interpretation or administration or effectiveness thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank Lender Party with any request directive issued or directive adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bankany Lender Party's capital or assets capital, as a consequence of its commitments or obligations hereunder with respect to the Loans, such Lender Party's Revolving Commitment or its obligations to issue or participate in any Letter of Credit hereunder, to a level below that which such Bank it could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such BankLender Party's policies with respect to capital adequacy)adequacy immediately before such adoption, change or compliance and assuming that such Lender Party's capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender Party to be material, then from time to timesuch Lender Party shall promptly notify the Borrowers' Agent of such adoption, within 15 days after compliance, or change. Upon demand by such BankLender Party, the Borrower Borrowers shall promptly pay to such Bank Lender Party such additional amount or amounts as will shall be sufficient to compensate such Bank Lender Party for such reductionreduced return, together with interest on such amount from the fourth (4th) day after the date of demand until payment in full thereof at the Default Rate. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, A certificate of such Bank will give prompt written notice thereof to the Borrower, which notice shall set Lender Party setting forth the basis amount to be paid to such Lender Party by the Borrowers as a result of the calculation of such additional amounts, although the failure any event referred to give any such notice in this paragraph and supporting calculations in reasonable detail shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shallbe conclusive, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductions.

Capital Adequacy. If after (a) In the date hereof, any event the Bank has shall have determined that the adoption or effectiveness of any generally applicable law, rule or regulation regarding capital adequacy, or any generally applicable change therein, therein or any change in the interpretation or administration application thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such the Bank with any request or requests are directive regarding capital adequacy (whether or not having the force of law) of from any such authority, central bank or comparable agencyGovernmental Authority, has does or would shall have the effect of reducing the rate of return on such the Bank's capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such the Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bankthe Lender's policies with respect to capital adequacy)) by an amount deemed by the Bank, in its sole reasonable discretion, to be material, then from time to time, within 15 days after submission by the Bank to Borrower of a written demand by such Banktherefor, the Borrower shall pay to such the Bank such additional amount or amounts as will compensate such the Bank for such reduction. (b) A certificate of the Bank claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice Such certificate shall set forth the basis nature of the calculation of occurrence giving right to such payment, the additional amount or amounts to be paid to the Bank, and the method by which such amounts were determined. In determining such amounts, although the failure Bank may use any reasonable averaging and attribution method. (c) In no contingency or event whatsoever shall the aggregate of all amounts payable by Borrower to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts Bank pursuant to this SectionSection 7.19 exceed the highest rate of interest permissible under any law which a court of competent jurisdiction shall, in a final determination, deem to be applicable hereto. Determination by To the full extent permitted under applicable law, Borrower and the Bank shall characterize any such Bank of amounts owing under payments made pursuant to this Section shallas an expense, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made fee or premium rather than as interest. (d) The benefits of this Section shall run in good faith using averaging and attribution methods which are reasonable. Failure on the part favor of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsParticipant.

Capital Adequacy. If any of the Lenders shall have determined that ---------------- the adoption after the date hereof, any Bank has determined that the adoption or effectiveness hereof of any applicable law, rule or regulation regarding capital adequacy, or any change thereintherein after the date hereof, or any change after the date hereof in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank Lender (or any lending office of such Lender) or its holding company or any successor corporation owning all or substantially all of the capital stock of such Lender ("its Parent") with any request guideline or directive adopted after the date hereof regarding capital adequacy (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 such BankLender's capital or assets the capital of its Parent as a consequence of its commitments or obligations hereunder to a level below that which such Bank Lender (or its Parent) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration by an amount deemed by such Bank's policies with respect Lender to capital adequacy)be material, then from time to time, within 15 fifteen (15) days after demand by such BankLender, the Borrower Company shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender (or its Parent) for such reduction. Upon determining in good faith Within fifteen (15) days of the date that any additional amounts such Lender determines that it will be payable pursuant to invoke the provisions of this SectionSection 12.1, such Bank it will give prompt written notice thereof present its demand to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made Company in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to certificate claiming compensation under this Section for any costs incurred or reductions suffered with respect 12.1 which shall be accompanied by the calculations supporting such claim. In addition, such Lender shall supply to any date unless the Company such Bank shall have notified supporting information relating to such claim as the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsCompany may reasonably request.

Capital Adequacy. If (a) In the event that at any time after the date hereofof this Agreement any Regulatory Change shall, any Bank has determined that in the adoption or effectiveness reasonable opinion of any applicable lawBank, rule or regulation regarding capital adequacy, require that its Commitment (or any change therein, portion thereof) be treated as an asset or any change in otherwise be included for purposes of calculating the interpretation appropriate amount of capital or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance equity to be maintained by such Bank with or any request or directive regarding capital adequacy (whether or not having the force of law) of any corporation controlling such authority, central bank or comparable agency, has or would Bank and such Regulatory Change shall have the effect of reducing the rate of return on such Bank's or such corporation's capital or assets equity, as the case may be, as a consequence of its commitments or such Bank's obligations hereunder to a level below that which such Bank or such corporation, as the case may be, could have achieved but for such adoption, effectiveness, change or compliance Regulatory Change (taking into consideration account such Bank's policies or such corporation's policies, as the case may be, with respect to capital adequacy)adequacy and any payments made to such Bank pursuant to Section 5.1 which relate to capital adequacy and assuming that such Bank's capital was fully utilized prior to such Regulatory Change) by an amount deemed in good faith by such Bank to be material, then from time to timetime following written notice by such Bank to the Borrowers through the Administrative Agent of such Regulatory Change as provided in Section 5.6(b), within 15 five (5) days after demand by such BankBank through the Administrative Agent, the Borrower Borrowers shall pay to the Administrative Agent, for the account of such Bank Bank, such additional amount or amounts as will compensate such Bank or such corporation, as the case may be, for such reduction. Upon determining in good faith that . (b) If any Bank becomes entitled to claim any additional amounts will pursuant to this Section 5.6, it shall promptly notify the Borrowers through the Administrative Agent of the event by reason of which it has become so entitled, but in any event within forty-five (45) days, after such Bank obtains actual knowledge thereof; provided that if such Bank fails to give such notice within forty-five (45) days after it obtains actual knowledge of such an event, such Bank shall, with respect to such compensation in respect of any costs resulting from such event, only be entitled to payment for costs incurred from and after the date forty-five (45) days prior to the date that such Bank does give such notice. A certificate setting forth in reasonable detail the computation of any additional amounts payable pursuant to this SectionSection 5.6, submitted by such Bank to the Borrowers through the Administrative Agent, shall be delivered to the Borrowers promptly after the initial incurrence of such additional amounts and shall be conclusive in the absence of manifest error and at the Borrowers' request, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis for such determination. The covenants contained in this Section 5.6, shall survive the termination of this Agreement and the payment of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsNotes.

Capital Adequacy. If after the date hereof, any Bank has determined that the adoption present or effectiveness of any applicable law, rule or regulation regarding capital adequacyfuture, or any change therein----------------- in any present or future, or any change in the interpretation or administration thereof by any law, governmental authorityrule, central bank or comparable agency charged with the interpretation or administration thereofregulation, or compliance by such Bank with any request policy, guideline 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 corporation controlling such Lender and such Lender determines that the amount of capital required to be maintained by it or such corporation is increased by or based upon the existence of its Commitment or the Loans made pursuant hereto, then such Lender may notify the Borrower of such fact. To the extent that the costs of such increased capital requirements are not reflected in the rates of interest payable hereunder, the Borrower and such Lender shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Lender in light of these circumstances. If the Borrower and such Lender are unable to agree to such adjustment within thirty (30) days of the date on which the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's increased capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's policies with respect to capital adequacyrequirement), then from time to timethe fees payable hereunder shall increase by an amount that will, within 15 days after demand by in such BankLender's reasonable determination, the Borrower shall pay provide adequate compensation to such Bank such additional amount or amounts as will compensate such Bank for such reduction. Upon determining in good faith that any additional amounts will be payable pursuant to this SectionLender, such Bank will give prompt written notice thereof amount to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; providedBorrower, however, that absent manifest error. Each Lender shall allocate such determinations are made cost increases among its customers in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsan equitable basis.

Capital Adequacy. If If, after the date hereof, any Bank has shall have reasonably determined that the adoption or effectiveness of any applicable law, rule Applicable Law regarding the capital adequacy of banks or regulation regarding capital adequacybank holding companies, or any change thereinin Applicable Law (whether adopted before or after the Agreement Date) 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 such Bank with any directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming that such Bank's capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Bank to be material, then, within sixty (60) days of written demand by such Bank, the Borrower shall in its discretion, (i) provide a replacement bank or banks for such Bank, which replacement bank or banks will be subject to the approval of the Administrative Agent and the Majority Banks (which approval will not be unreasonably withheld), and shall take all necessary actions to transfer the rights, duties and obligations of such Bank to such replacement bank or banks within such 60-day period (including the payment in full of all Obligations hereunder due to the Bank being replaced) or (ii) thereafter from time to time upon written demand by such Bank, promptly pay to such Bank such additional amounts as shall be sufficient to compensate such Bank for such reduced return, together with interest on such amount from the fourth (4th) day after the date of demand until payment in full thereof at the Base Rate plus the Applicable Margin in effect for Base Rate Advances. A certificate of such Bank setting forth the amount to be paid to such Bank by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail, which shall be delivered to the Borrower by such Bank with any such demand, shall be conclusive, absent manifest error, and, at the Borrower's request, such Bank shall demonstrate the basis for such determination. Each Bank further agrees that it shall use reasonable, good faith efforts to give the Borrower thirty (30) days prior notice of any proposed adoption of or any change in any Applicable Law regarding capital adequacy of banks or bank holding companies, 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 such Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank or comparable agencyagency which may have General Communication, has or would have Inc. - Form 8-K Page 187 the effect of reducing the rate of return on such Bank's capital or assets as a consequence of its commitments or obligations obligation hereunder to a level below that which such Bank it could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy), then from time to time, within 15 days after demand by an amount which may be deemed by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsmaterial.

Capital Adequacy. If If, after the date hereofof this Agreement, any Bank has the Purchaser shall have determined that the adoption or effectiveness of any applicable lawApplicable Law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank the Purchaser 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 such Bankthe Purchaser's capital (whether on this credit facility or assets otherwise) as a consequence of its commitments or obligations hereunder to a level below that which such Bank the Purchaser could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bankthe Purchaser's policies with respect to capital adequacy)) by an amount deemed by the Purchaser to be material, then from time to time, within 15 days after promptly upon demand by such Bankthe Purchaser, the Borrower Company shall pay to such Bank the Purchaser such additional amount or amounts as will compensate such Bank the Purchaser for such reduction. Upon A certificate of the Purchaser claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be PRIMA FACIE evidence of the matters contained therein. In determining any such amount, the Purchaser may use any reasonable averaging and attribution methods. The Purchaser agrees to make reasonable efforts to allocate any such cost increase among its similarly situated customers in good faith that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties heretoan equitable basis; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder Purchaser shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect such amounts unless similar assessments are generally imposed by the Purchaser on other borrowers of the Purchaser that Purchaser determines to any date unless such Bank shall have notified be comparable to the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsCompany.

Capital Adequacy. If (1) the adoption, after the date hereofof this Agreement, any Bank has determined that the adoption or effectiveness of any applicable governmental law, rule or regulation regarding capital adequacy, or (2) any change thereinchange, or any change after the date of this Agreement, in the interpretation or administration thereof of any such law, rule or regulation by any governmental authority, central bank or comparable agency other Governmental Authority charged with the interpretation or administration thereof, thereof or (3) compliance by such Bank a Lender or any corporation or bank controlling a Lender with any applicable guideline or request of general applicability, issued after the date of this Agreement, by any central bank or directive regarding capital adequacy other Governmental Authority (whether or not having the force of law) that constitutes a change of any such authority, central bank or comparable agencythe nature described in clause (2), has or would have the effect of (x) requiring an increase in the amount of capital required to be maintained by a Lender or any corporation or bank controlling a Lender or (y) reducing the rate of return on assets or capital of such Bank's capital Lender (or assets as a consequence of its commitments such corporation or obligations hereunder to a level below that which such Bank could have achieved but for bank) and such adoption, effectiveness, change or compliance (taking into consideration compliance, as the case may be, relates to a category of claims or assets that includes such Bank's policies with respect to capital adequacy), then from time to time, within 15 days after demand by such BankLender’s Loans, the Borrower shall pay to such Bank Lender from time to time such additional amount or amounts as will are necessary to compensate such Bank Lender for such reduction. Upon determining in good faith portion of such increase or reduction as shall be reasonably allocable to such Lender’s Loans or obligations to the Borrower hereunder; provided, that any additional no such amounts will shall be payable by the Borrower to any Lender pursuant to this Section, Section 5.2 unless such Bank will give prompt written notice thereof Lender certifies to the BorrowerBorrower that such Lender is assessing to its other borrowers (of loans similar (including, which notice shall set forth if applicable, based on the basis similarity of the calculation credit risk) to the Loans) comparable allocable costs. 13 VP/#73041968.6 Each Lender will notify the Borrower of any event occurring after the date of this Agreement that will entitle such additional amounts, although the failure Lender to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts compensation pursuant to this Section. Determination by Section 5.2 as promptly as practicable, but in any event within 90 days, after such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties heretoLender obtains Actual Knowledge thereof; provided, however, that if any Lender fails to give such determinations are made notice within 90 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.2 in good faith using averaging and attribution methods which are reasonable. Failure on the part respect of any Bank to demand compensation for any period hereunder shall not constitute a waiver of costs resulting from such Bank's rights to demand any such compensation in such period or in any other periodevent, except that no Bank shall be entitled to compensation payment under this Section 5.2 only for any costs incurred or reductions suffered with respect from and after the date 90 days prior to the date that such Lender does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section 5.2. Determinations by a Lender for purposes of this Section 5.2 of the effect of any date unless increase in the amount of capital required to be maintained by the bank and of the amount allocable to such Bank shall have notified Lender’s obligations to the Borrower that it will demand compensation for such costs or reductions not more than six months after hereunder shall be conclusive evidence of the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsamounts owed under this Section 5.2, absent manifest error.

Capital Adequacy. If Except as provided in Section 3.6, if any Lender shall have determined that compliance by such Lender with any change after the date hereof, any Bank has determined that the adoption or effectiveness of hereof in any applicable law, rule governmental rule, regulation or regulation order regarding capital adequacyadequacy of banks or bank holding companies, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank Lender with any request or directive regarding capital adequacy if such Lender reasonably believes that compliance therewith is in accordance with customary commercial practice (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such BankLender's capital or assets as a consequence of its commitments or such Lender's obligations hereunder to a level below that which such Bank Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such BankLender's policies with respect to capital adequacy)adequacy immediately before such compliance and assuming that such Lender's capital was fully utilized prior to such compliance) by an amount deemed by such Lender to be material, then the Borrower will on demand by the Administrative Agent, accompanied by the certificate referred to below, pay to the Administrative Agent from time to time, within 15 days after demand time as specified by such Bank, the Borrower shall pay to such Bank Lenders as are so affected such additional amount or amounts as will shall be sufficient to compensate such Bank Lenders for such reductionreduced return, together with interest on each such amount from 15 Banking Days after the date demanded until payment in full thereof at the rate of interest on overdue installments of principal provided in Section 3.1. Upon determining in good faith that A certificate of an officer of any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set Lender setting forth the amount to be paid to it and the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section for computation thereof hereunder shall, absent in the absence of manifest error, be final and conclusive and binding on the parties hereto; providedconclusive. In determining such amount, however, that such determinations are made in good faith using Lender may use any reasonable averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsmethods.

Capital Adequacy. If If, after the date hereofof this Agreement, any Bank has Purchaser shall have determined that the adoption or effectiveness of any applicable lawApplicable Law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank any Purchaser 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 such BankPurchaser's capital (whether on this credit facility or assets otherwise) as a consequence of its commitments or obligations hereunder to a level below that which such Bank the Purchaser could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bankthe Purchaser's policies with respect to capital adequacy)) by an amount deemed by such Purchaser to be material, then from time to time, within 15 days after promptly upon demand by such BankPurchaser, the Borrower Company shall pay to such Bank Purchaser such additional amount or amounts as will compensate such Bank Purchaser for such reduction. Upon A certificate of such Purchaser claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be PRIMA FACIE evidence of the matters contained therein. In determining any such amount, such Purchaser may use any reasonable averaging and attribution methods. The Purchaser agrees to make reasonable efforts to allocate any such cost increase among its similarly situated customers in good faith that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties heretoan equitable basis; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder Purchaser shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date such amounts unless similar assessments are generally imposed by such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date Purchaser on which such Bank shall have become aware other borrowers of such costs or reductionsPurchaser that Purchaser determines to be comparable to the Company.

Capital Adequacy. If To the extent not covered by Article III hereof, if any Bank shall have determined, after the date hereof, any Bank has determined that the adoption or effectiveness of any applicable law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such any Bank (or its lending office) 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 such Bank's capital (or assets the capital of its holding company) as a consequence of its commitments or obligations hereunder to a level below that which such Bank (or its holding company) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's policies or the policies of its holding company with respect to capital adequacy)) by an amount deemed by such Bank to be material, then from time to time, within 15 fifteen (15) days after demand by such BankBank (with a copy to Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will shall compensate such Bank (or its holding company) for such reduction, provided that Borrower's obligation under this Section 10.7 are limited to the parts of such reduction directly related to the Loans. Upon No Bank shall enforce this provision solely against Borrower or against a few of such Bank's customers without in each case generally enforcing these (or similar) provisions in other contracts (provided that, anything herein to the contrary notwithstanding, (a) no Bank shall be required to disclose to any Company the identity of or the nature of the Bank's relationship with, any other of such Bank's customers and (b) a general written statement of Bank regarding the satisfaction of this requirement shall be satisfactory to Borrower). Each Bank 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank 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 in good faith that any additional amounts will be payable pursuant to this Sectionsuch amount, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give may use any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using reasonable averaging and attribution methods which are reasonablemethods. Failure on the part of any Bank to demand compensation for any reduction in return on capital with respect to any period hereunder shall not constitute a waiver of such Bank's rights to demand compensation for any such compensation reduction in return on capital in such period or in any other period, except that no Bank . The protection of this Section shall be entitled available to compensation under this Section for each Bank regardless of any costs incurred possible contention of the invalidity or reductions suffered with respect to any date unless such Bank inapplicability of the law, regulation or other condition which shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsbeen imposed.

Capital Adequacy. If any Lender shall have determined that, after the date hereof, any Bank has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank 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 agencyagency (including all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted or issued), has or would have the effect of reducing the rate of return on capital of such Bank's capital Lender (or assets any Person controlling such Lender) as a consequence of its commitments or such Lender’s obligations hereunder to a level below that which such Bank Lender (or any Person controlling such Lender) could have achieved but for such adoption, effectivenesschange, change request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacyadequacy and liquidity requirements), then from time to time, within 15 fifteen (15) days after demand by such BankLender (with a copy to the Administrative Agent), the Borrower Borrowers shall pay to such Bank Lender such additional amount or amounts as will compensate such Bank Lender (or any Person controlling such Lender) for such reduction. Upon determining in good faith , solely to the extent that any such additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to were incurred by the Borrower, which notice shall set forth the basis of the calculation Lender within ninety (90) days of such additional amountsdemand except that, although if the failure change giving rise to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such increased costs or reductions not more than six months after is retroactive, then the later ninety (90) day period referred to above shall be extended to include the period of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsretroactive effect thereof.

Capital Adequacy. If after at any time or from time to time the date hereof, any Bank has determined LENDER determines that the adoption or effectiveness implementation of any applicable law, rule or regulation regarding capital adequacyCAPITAL ADEQUACY REQUIREMENT, or the compliance by the LENDER or any change thereincorporation controlling the LENDER therewith, affects the amount of capital to be maintained by the LENDER or any corporation controlling the LENDER as a result of its obligations hereunder, or any change in reduces the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank 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 effective rate of return on the LENDER'S or such Bankcorporation's capital or assets as a consequence of its commitments or obligations hereunder to a level below that which the LENDER or such Bank could corporation would have achieved but for such adoption, effectiveness, change or compliance CAPITAL ADEQUACY REQUIREMENT as a consequence of its obligations hereunder (taking into consideration the LENDER'S or such Bankcorporation's policies with respect to capital adequacy), then from time after submission by the LENDER to time, within 15 days after demand by the BORROWER of a written request therefor and a statement of the basis for such Bankdetermination, the Borrower BORROWER shall pay to such Bank the LENDER such additional amount or amounts as will compensate the LENDER for the cost of maintaining the increased capital or for the reduction in the rate of return on capital, together with interest thereon at the highest rate of interest then in effect under the NOTES from the date the LENDER requests such Bank for such reduction. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional until those amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties heretoare paid in full; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank BORROWER shall have notified no obligation to pay such amounts to the Borrower that it will demand compensation for such costs LENDER unless the need to increase capital or reductions not more than six months after the later reduction in the rate of (i) such date return on capital is due to a deterioration in the financial condition of the BORROWER or (ii) the date on which such Bank shall have become aware value of such costs the COLLATERAL or reductionsdue to an EVENT OF DEFAULT.

Capital Adequacy. If after the date hereof, any Bank has determined that the ---------------- adoption or effectiveness of any applicable law, rule Applicable Law regarding the capital adequacy of banks or regulation regarding capital adequacybank holding companies, or any change therein, in Applicable Law (whether adopted before or after the Agreement Date) or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such any Bank's capital or assets as a consequence of its commitments or obligations hereunder with respect to the Loans and the Commitment to a level below that which such Bank it could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy)adequacy immediately before such adoption, then from time change or compliance and assuming that such Bank's capital was fully utilized prior to timesuch adoption, within 15 days after change or compliance) by an amount reasonably deemed by such Bank to be material, then, upon demand by such Bank, the Borrower shall promptly pay to such Bank such additional amount or amounts as will shall be sufficient to compensate such Bank for such reductionreduced return, together with interest on such amount from the fifteenth (15th) day after the date of demand or the Maturity Date, as applicable, until payment in full thereof at the Default Rate. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, such Any Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to claiming compensation under this Section for 2.12 shall notify the Borrower of any costs incurred or reductions suffered event occurring after the date of this Agreement entitling such Bank to such compensation as promptly as practicable, but in any event within forty-five (45) days, after such Bank obtains actual knowledge thereof; provided that if such Bank fails to give such notice within forty-five -------- (45) days after it obtains actual knowledge of such an event, such Bank shall, with respect to such compensation in respect of any costs resulting from such event, only be entitled to payment under this Section 2.12 for costs incurred from and after the date unless forty-five (45) days prior to the date that such Bank shall have notified does give such notice. A certificate of such Bank setting forth the amount to be paid to such Bank by the Borrower that it will demand compensation for such costs or reductions not more than six months after the later as a result of (i) such date or (ii) the date on which such Bank any event referred to in this paragraph and supporting calculations in reasonable detail shall have become aware of such costs or reductionsbe presumptively correct absent manifest error.

Capital Adequacy. If after the date hereof, any hereof the Bank has determined determines that (a) the adoption of or effectiveness of change in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any a court or governmental authority, central bank or comparable agency charged authority with the interpretation or administration thereofappropriate jurisdiction, or (b) compliance by such the Bank or any corporation controlling the 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 such the Bank's capital or assets as a consequence of its commitments or obligations hereunder commitment with respect to the Loan to a level below that which such the Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such the Bank's then existing policies with respect to capital adequacy)adequacy and assuming full utilization of such entity's capital) by any amount deemed by the Bank to be material, then from time to timethe Bank may notify the Borrower of such fact, within 15 days promptly after demand by the Bank becomes aware of such Bankcircumstances. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the Borrower and the Bank shall pay thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such notice, an adjustment payable hereunder that will adequately compensate the Bank in light of these circumstances. If the Borrower and the Bank are unable to agree to such Bank such additional amount or amounts as will compensate such Bank for such reduction. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis adjustment within thirty (30) days of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) 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 Bank's reasonable determination, provide adequate compensation. The Bank shall have become aware of allocate such costs or reductionscost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. If If, after the date hereof, any Bank has determined that the adoption or effectiveness of any applicable law, rule Applicable Law regarding the capital adequacy of banks or regulation regarding capital adequacybank holding companies, or any change therein, or effectiveness in Applicable Law (whether adopted before or after the Closing Date) or any change in the interpretation or administration or effectiveness thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank Lender Party with any request directive issued or directive adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bankany Lender Party's capital or assets capital, as a consequence of its commitments or obligations hereunder with respect to the Loans, such Lender Party's Revolving Commitment or its obligations to issue or participate in any Letter of Credit hereunder, to a level below that which such Bank it could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such BankLender Party's policies with respect to capital adequacy)adequacy immediately before such adoption, change or compliance and assuming that such Lender Party's capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender Party to be material, then from time to timesuch Lender Party shall promptly notify the relevant Borrower of such adoption, within 15 days after compliance, or change. Upon demand by such BankLender Party, the relevant Borrower shall promptly pay to such Bank Lender Party such additional amount or amounts as will shall be sufficient to compensate such Bank Lender Party for such reductionreduced return, together with interest on such amount from the fourth (4th) day after the date of demand until payment in full thereof at the Default Rate. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, A certificate of such Bank will give prompt written notice thereof to the Borrower, which notice shall set Lender Party setting forth the basis amount to be paid to such Lender Party by the relevant Borrower as a result of the calculation of such additional amounts, although the failure any event referred to give any such notice in this paragraph and supporting calculations in reasonable detail shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shallbe conclusive, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductions.

Capital Adequacy. If any Bank shall have determined that, after the date hereof, due to any Bank has determined that Regulatory Change or the adoption of, or effectiveness of any change in, any applicable law, rule or regulation regarding capital adequacy, adequacy or any change thereinliquidity requirements, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank with any request or directive regarding capital adequacy or liquidity requirements (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 capital of such Bank's capital Bank (or assets its Parent) as a consequence of its commitments or such Bank’s obligations hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, effectivenesschange, change request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy)adequacy and liquidity) by an amount deemed by such Bank to be material, then from time to time, within 15 fifteenthirty (1530) days after demand by such BankBank (with a copy to Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction. Upon determining Each Bank shall allocate such cost increases and reductions among its customers in its discretion reasonably exercised in good faith faith; provided that in no event shall any additional amounts will Bank be payable pursuant obligated to disclose any information relating to its costs that it deems confidential. A certificate of any Bank claiming compensation under this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set setting forth in reasonable detail the basis therefor, shall be conclusive absent manifest error. The obligations of Borrower under this Section shall survive the calculation repayment of such additional amounts, although the failure to give any such notice shall not release all amounts due under or diminish in connection with any of the Borrower's obligations Loan Documents and the termination of the Loan Commitments in respect of the period prior to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionstermination.

Capital Adequacy. If Except as otherwise reflected in the interest rate applicable under this Agreement, if any Bank or the Issuing Bank shall have determined that, after the date hereof, any Bank has determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change thereinin any such law, rule, or regulation, 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 such Bank 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 capital of such Bank or the Issuing Bank (or any corporation controlling such Bank or the Issuing Bank's capital or assets ) as a consequence of its commitments such Bank's or the Issuing Bank's obligations hereunder to a level below that which such Bank or the Issuing Bank (or any corporation controlling such Bank or the Issuing Bank) could have achieved but for such adoption, effectivenesschange, change request or compliance directive (taking into consideration such Bank's its policies with respect to capital adequacy)) by an amount deemed by such Bank or the Issuing Bank to be material, then from time to time, within 15 fifteen (15) days after demand by such Bank or the Issuing Bank, the applicable Borrower shall pay to such Bank or the Issuing Bank such additional amount or amounts as will will, in such Bank's or the Issuing Bank's reasonable determination, fairly compensate such Bank or the Issuing Bank (or any corporation controlling such Bank or the Issuing Bank) for such reduction. Upon determining A Borrower shall only be obligated to pay a Bank or the Issuing Bank such cost increases to the extent such Bank or the Issuing Bank has allocated such costs among its customers in good faith that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive on an equitable and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsnondiscriminatory basis.

Capital Adequacy. (i) If after the date hereof, any Bank has Lender shall have determined that the adoption or effectiveness after the date of this Agreement of any applicable law, rule or regulation Legal Requirement regarding capital adequacy, or any change therein, after the date of this Agreement therein or any change in the official interpretation or administration application thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank any Lender with any request or directive after the date of this Agreement regarding capital adequacy (whether or not having the force of law) of from any such authority, central bank or comparable agencygovernmental authority, has does or would shall have the effect of reducing the rate of return on such BankLender's capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Bank Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such BankLender's policies with respect to capital adequacy)) by an amount deemed by such Lender, in its sole discretion, to be material, then from time to time, within 15 days after demand submission by such BankLender to Borrowers of a written demand therefor, the Borrower Borrowers shall pay to such Bank Lender, within 30 days of such demand, such additional amount or amounts as will compensate such Bank Lender for such reduction; provided such Lender is requiring its borrowers generally to pay such amounts. Upon determining A certificate of such Lender claiming entitlement to payment as set forth above shall be conclusive in good faith that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice absence of manifest error. Such certificate shall set forth the basis nature of the calculation of occurrence giving rise to such payment, the additional amountsamount or amounts to be paid to such Lender, although and the failure to give method by which such amounts were determined. In determining such amount, such Lender may use any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using reasonable averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or method. (ii) In the date event Agent or any Lender provides a written demand for payment of amounts reimbursable under Section 2.8(i) and such Legal Requirement is not generally applicable to financial institutions, then Borrowers may prepay the Loans without paying the prepayment fee specified in Section 2.7 provided that (1) no Default or Event of Default has occurred or is continuing, and (2) Agent receives an amount equal to all Obligations (other than the fee set forth in Section 2.7) in cash on which or before the ninetieth (90th) day following such Bank shall have become aware of such costs or reductionsdemand.

Capital Adequacy. If after the date hereof, any Bank has determined that the adoption or effectiveness as a result of any regulatory change ---------------- directly or indirectly affecting Lender or any of Lender's affiliated companies there shall be imposed, modified or deemed applicable lawany tax, rule or regulation regarding reserve, special deposit, minimum capital, capital adequacyratio, or any change thereinsimilar requirement against or with respect to or measured by reference to loans made or to be made to Borrower hereunder, or to Letters of Credit issued on behalf of Borrower pursuant to the Letter of Credit Agreement, and the result shall be to increase the cost to Lender or to any change in the interpretation of Lender's affiliated companies of making or administration thereof by maintaining any governmental authority, central bank Revolving Loan or comparable agency charged with the interpretation or administration thereofLetter of Credit hereunder, or compliance by such Bank with reduce any request or directive regarding capital adequacy (whether or not having the force of law) amount receivable in respect of any such authorityRevolving Loan and which increase in cost, central bank or comparable agencyreduction in amount receivable, has shall be the result of Lender's or would have Lender's affiliated company's reasonable allocation among all affected customers of the effect aggregate of reducing such increases or reductions resulting from such event, then, within ten (10) days after receipt by Borrower of a certificate from Lender containing the rate of return on such Bank's capital or assets as a consequence of its commitments or obligations hereunder information described in this Section 3.5 which shall be delivered to a level below that which such Bank could have achieved but for such adoptionBorrower, effectiveness, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy), then ----------- Borrower agrees from time to time, within 15 days after demand by such Bank, the Borrower shall time to pay to such Bank Lender such additional amount or amounts as will shall be sufficient to compensate such Bank Lender or any of Lender's affiliated companies for such reductionincreased costs or reductions in amounts which Lender determines in Lender's reasonable discretion are material. Upon determining in good faith that any additional Notwithstanding the foregoing, all such amounts will shall be payable pursuant to this Section, such Bank will give prompt written notice thereof subject to the Borrower, which notice shall set forth the basis provisions of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this SectionSection 3.4. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to The certificate ----------- requesting compensation under this Section for any costs incurred 3.5 shall identify the regulatory ----------- change which has occurred, the requirements which have been imposed, modified or reductions suffered with respect to any date unless deemed applicable, the amount of such Bank shall have notified additional cost or reduction in the Borrower that it will demand compensation for such costs or reductions not more than six months after amount receivable and the later of (i) such date or (ii) the date on way in which such Bank shall have become aware of such costs or reductionsamount has been calculated.

Capital Adequacy. If after (a) In the date hereof, any event that the Bank has shall have determined that the adoption or effectiveness implementation on or after the Closing Date of any applicable law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereofthereof or by any court, or compliance by such the Bank (or any lending office of the Bank) with any request or directive made or issued after the Closing Date 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 such the Bank's capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such the Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such the Bank's policies as the case may be, with respect to capital adequacy)) by an amount deemed by the Bank to be material, then from time to time, within 15 days after demand by such Bank, time the Borrower shall pay to such the Bank such additional amount or amounts as will compensate such the Bank for such reduction. Upon determining in good faith that any additional amounts will be payable pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties heretoreduction suffered; provided, however, that no such determinations are made amounts shall be payable with respect to a reduction in good faith using averaging and attribution methods which are reasonable. rate of return incurred more than 90 days before the Bank demands compensation under this Section. (b) Failure on the part of any the Bank to demand compensation for any reduction in return on capital with respect to any period hereunder shall not constitute a waiver of such the Bank's rights to demand compensation for any such compensation reduction in return on capital in such period or in any other period, except that no Bank . The protection of this Section shall be entitled available to compensation under this Section for the Bank regardless of any costs incurred possible contention of invalidity or reductions suffered with respect to any date unless such Bank inapplicability of the law, regulation or condition which shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsbeen imposed.

Capital Adequacy. If after the date hereof, any Bank has determined that the adoption or effectiveness of any applicable law, rule or regulation Change in Law regarding capital adequacy, adequacy or any change therein, or any change in the interpretation or administration thereof liquidity by any governmental authorityGovernmental Authority, central bank or comparable agency charged by Applicable Law with the interpretation or administration thereof, or compliance by such Bank Lender or its parent corporation with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank bank, or comparable agency, in each case made subsequent to the date hereof, has or would have the effect of reducing the rate of return on such Bank's the capital or assets of any Affected Party as a consequence of its commitments or obligations hereunder or arising in connection herewith to a level below that which any such Bank Affected Party could have achieved but for such adoptionintroduction, effectivenesschange, compliance or change or compliance (taking into consideration the policies of such Bank's policies Affected Party with respect to capital adequacy)adequacy or liquidity) by an amount deemed by such Affected Party to be material, then from time to time, within 15 thirty (30) days after following the receipt of written demand by such BankAffected Party, the Borrower shall pay directly to such Affected Party such additional amount or amounts as calculated by such Affected Party in good faith as will compensate such Affected Party for such reduction. (i) If as a result of any event or circumstance similar to those described in Sections 2.11(a), 2.11(b) or 2.11(c), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within thirty (30) days following the receipt of written demand by such Affected Party, the Borrower shall pay to such Bank Affected Party such additional amount or amounts as will compensate may be necessary to reimburse such Bank Affected Party for any amounts paid by it. (ii) In determining any amount provided for in this Section 2.11, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim or demand under this Section 2.11 shall submit to the Borrower a certificate as to such additional or increased cost or reduction showing the basis for such reductionclaim or demand in reasonable detail including calculation thereof, which certificate shall be conclusive absent manifest error. Upon determining in good faith that If any additional material amounts are required to be paid by the Borrower pursuant to Section 2.11(b) or (c) the Borrower shall be entitled to, upon 742613903 21686243 written notice (which notice shall be received within five (5) Business Days after the applicable demand or claim), terminate the Affected Party’s Commitment, and on the date of receipt by the Administrative Agent of such written notice, such Affected Party’s Commitment will automatically terminate and all Advances held by such Affected Party will be immediately due and payable (without the imposition of any penalty, breakage costs or exit fees, including the Prepayment Premium with respect to such Advances). Each notice delivered by the Borrower pursuant to this Section, such Bank will give prompt written notice thereof to the Borrower, which notice Section shall set forth the basis of the calculation of such additional amounts, although the failure to give be irrevocable and any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part termination of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank Commitments shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionspermanent.

Capital Adequacy. (a) If after the date hereof, any Bank has determined determines in good faith that the adoption or effectiveness of compliance with any applicable law, rule rule, regulation, guideline, request or regulation regarding directive, whether or not having the force of law, from a governmental authority, central bank or comparable agency, concerning capital adequacyadequacy or reserves, or any change therein, 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 such Bank 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 will have the effect of reducing the rate of return on such Bank's the capital or assets of such Bank or any Person controlling such Bank as a consequence of its such Bank's commitments or obligations hereunder to a level below that which such Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy)hereunder, then from time to time, time within 15 days after demand therefor by such BankBank (with a copy to the Administrative Agent), the Borrower shall will pay to such Bank such additional amount or amounts as will compensate such Bank or Person for such reduction. Upon Each Bank, upon determining in good faith that any additional amounts increased costs will be payable pursuant to this SectionSection 2.12, such Bank will give prompt written notice thereof to the Borrower, which notice shall set forth show the basis of the for calculation of such additional amountsincreased costs, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts increased costs pursuant to this Section. Determination To the extent that the notice required by the immediately preceding sentence is given by any Bank more than 180 days after the occurrence of the event giving rise to additional costs of the type described in this Section 2.12, such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section 2.12 for any costs amounts incurred or reductions suffered with respect accrued prior to the giving of such notice to the Borrower. (b) If the Borrower shall, as a result of the requirements of subsection (a) above or Section 2.14, be required to pay any date unless Bank the additional costs referred to therein and the Borrower, in its sole discretion, shall deem such additional amounts to be material, the Borrower shall have the right to substitute another bank satisfactory to the Administrative Agent for such Bank which has certified the additional costs to the Borrower, and the Administrative Agent shall have notified use reasonable efforts to assist the Borrower to locate such substitute bank. Any such substitution shall be on terms and conditions satisfactory to the Administrative Agent and until such time as such substitution shall be consummated, the Borrower shall continue to pay such additional costs. Upon any such substitution, the Borrower shall pay or cause to be paid to the Bank that it will demand compensation for such costs or reductions not more than six months after the later of is being replaced, all principal, interest (i) such date or (ii) to the date on which of such substitution) and other amounts owing hereunder to such Bank shall have become aware of and such costs or reductionsBank will be released from liability hereunder.

Capital Adequacy. If after any Bank or any Fronting Bank determines in good faith that any Change in Law (a) affects the date hereofamount of capital or liquidity required or expected to be maintained by banks or bank holding companies and any Bank, any Fronting Bank has determined or the Agent determines that the adoption amount of capital or effectiveness of any applicable law, rule liquidity required to be maintained by it or regulation regarding capital adequacy, its holding company is increased 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 such Bank with any request or directive regarding capital adequacy (whether or not having the force of lawb) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's ’s or such Fronting Bank’s capital or assets as a consequence on the capital of its commitments such Bank’s or obligations hereunder such Fronting Bank’s holding company to a level below that which such Bank or such Fronting Bank or such Bank’s or Fronting Bank’s holding company could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Bank's ’s or such Fronting Bank’s policies and the policies of such Bank’s or such Fronting Bank’s holding company with respect to capital adequacyadequacy and liquidity), in each case, as a consequence of this Agreement, the Commitments of such Bank or the Loans made by, or participations in Letters of Credit held by, such Bank, or the Letters of Credit issued by such Fronting Bank, then such Bank, such Fronting Bank or the Agent may notify the Borrower of such fact, and the Borrower shall pay to such Bank, such Fronting Bank or the Agent from time to time, within 15 thirty (30) days after demand notice by the Agent, such Fronting Bank or such Bank (such notice to be given promptly by the Agent, such Fronting Bank or such Bank upon the making of any such determination), as an additional fee payable hereunder, but subject to the limitations set forth in §5.8, such amount as such Bank, such Fronting Bank or the Agent shall determine reasonably and in good faith and certify in a notice to the Borrower shall pay to such Bank such additional be an amount or amounts as that will adequately compensate such Bank or such Fronting Bank in light of these circumstances for its (or its holding company’s) increased costs of maintaining such reductioncapital or liquidity or any reduction suffered. Upon determining Each Bank, each Fronting Bank and the Agent shall allocate such cost increases and reductions among its customers in good faith that and on an equitable basis, and will not charge the Borrower unless it is generally imposing a similar charge on its other similarly situated borrowers. In no event shall the Borrower be obligated to pay any additional amounts will be payable amount pursuant to this Section, such Bank will give prompt written notice thereof §5.7 to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsa Delinquent Bank.

Capital Adequacy. If after the date hereof, any Bank has shall have determined that the adoption or effectiveness of any applicable law, rule rule, regulation, guideline, directive or regulation request (whether or not having the force of law) regarding capital adequacyrequirements for banks or bank holding companies, or any change therein, 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 such the Bank with any request of the foregoing imposes or directive regarding increases a requirement by the Bank to allocate capital adequacy (whether or not having resources to the force of law) of any such authority, central bank or comparable agency, Bank's commitment to make Loans hereunder which has or would have the effect of reducing the rate of return on such the Bank's capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such the Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and assuming full utilization of the Bank's capital) but for such adoption, effectiveness, change or compliance (taking into consideration such Bank's policies with respect by any amount reasonably deemed by the Bank to capital adequacy)be material, then the Bank may, at its option and by notice to the Borrower, charge to the Borrower, and Borrower agrees to pay, on demand, to the Bank, as an additional fee hereunder from time to time, within 15 days after demand such amount or amounts as the Bank, in its good faith judgment, determines to be necessary to compensate the Bank for such reduction in the Bank's return on its capital, upon presentation by the Bank of a statement in the amount and setting forth the Bank's calculation thereof. In determining such Bankamount, the Bank may use any reasonable averaging and attributation method. Notwithstanding any other provision hereof, in the event the Bank shall at any time give notice to the Borrower pursuant to this Section 4.7 implementing additional charges pursuant thereto, the Borrower shall pay have the right to satisfy in full (within thirty (30) days from the date of such Bank such notice but without the imposition of any penalty or the additional amount or amounts as will compensate such Bank for such reduction. Upon determining in good faith that any additional amounts will be payable charges pursuant to this SectionSection 4.7 above, or any prepayment penalty pursuant to Section 4.2 above, so long such full payment is so received by the Bank will give prompt written notice thereof to within such thirty (30) day period above, and no Default has occurred and is continuing hereunder, all Obligations due the BorrowerBank, which notice including, without limitation, all Loans and all unpaid interest thereon. All borrowing availability of Borrower under this Agreement shall set forth automatically terminate upon the basis of the calculation Bank's receipt of such additional amounts, although the failure to give any full payment if such notice shall availability has not release or diminish any of the Borrower's obligations to pay additional amounts already terminated pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under provision of this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsAgreement.

Capital Adequacy. If after the date hereof, any Bank has determined that the adoption or effectiveness of any applicable future law, rule governmental rule, regulation, policy, guideline, directive or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank with any request or directive regarding capital adequacy similar requirement (whether or not having the force of law) imposes, modifies, or deems applicable any capital adequacy, capital maintenance or similar requirement which affects the manner in which any Lender allocates capital resources to its commitments (including any commitments hereunder), and as a result thereof, in the opinion of any such authorityLender, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's Lender’s capital or assets as a consequence of with regard to the Loans and/or its commitments or obligations hereunder is reduced to a level below that which such Bank Lender could have achieved but for such adoption, effectiveness, change or compliance (circumstances taking into consideration account such Bank's Lender’s policies with respect to regarding capital adequacy), then in such case and upon notice from the Agent to the Borrower, from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank Lender such additional amount or amounts as will shall compensate such Bank Lender for such reductionreduction in its rate of return. Upon Such notice shall contain the statement of such Lender in reasonable detail with regard to any such amount or amounts which shall, in the absence of error, be binding upon the Borrower. In determining in good faith that any additional amounts will be payable pursuant to this Sectionsuch amount, such Bank Lender may use any reasonable method of averaging and attribution that it deems applicable. In the event that a Lender, other than Citizens, exercises its rights under this Section 2.9, the Borrower shall have the option to replace such Lender with another financial institution (acceptable to the Agent) who will give prompt written notice thereof purchase all (but not part) of such Lender’s interest in the Loans then outstanding hereunder. Such Lender shall be required to assign and transfer to the financial institution obtained by the Borrower, which notice shall set forth pursuant to an agreement reasonably satisfactory to such Lender and the basis Agent, and without representation, warranty or recourse, its respective interest in the Loans then outstanding hereunder in exchange for full payment of the calculation of such additional amountsoutstanding balances thereof, although the failure to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to this Section. Determination by any such Bank of amounts owing under this Section shall, absent manifest error, be final with accrued interest and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsall unpaid Fees.

Capital Adequacy. If after the date hereof, any Lender or Issuing Bank has (or any affiliate of the foregoing) shall have reasonably determined that the adoption or effectiveness of any applicable law, rule governmental rule, regulation or regulation order regarding the capital adequacyadequacy of banks or bank holding companies, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Bank (or any affiliate of the foregoing) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or Issuing Bank's (or any affiliate of the foregoing) capital or assets as a consequence of its commitments such Lender's or obligations Issuing Bank's Commitment or Obligations hereunder to a level below that which such Bank it could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's or Issuing Bank's (or any affiliate of the foregoing) policies with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that such Lender's or Issuing Bank's (or any affiliate of the foregoing) capital was fully utilized prior to such adoption, change or compliance), then from time to timethen, within 15 days after upon demand by such Lender or Issuing Bank, the Borrower shall immediately pay to such Lender or Issuing Bank such 116 additional amount or amounts as will shall be sufficient to compensate such Lender or Issuing Bank for any such reduction. Upon determining in good faith reduction actually suffered; provided, however, that any additional there shall be no duplication of amounts will be payable paid to a Lender pursuant to this Section, sentence and Section 11.3 hereof. A certificate of such Lender or Issuing Bank will give prompt written notice thereof to the Borrower, which notice shall set setting forth the basis amount to be paid to such Lender or Issuing Bank by the Borrower as a result of the calculation of such additional amounts, although the failure any event referred to give any such notice shall not release or diminish any of the Borrower's obligations to pay additional amounts pursuant to in this Section. Determination by any such Bank of amounts owing under this Section paragraph shall, absent manifest error, be final and conclusive and binding on the parties hereto; provided, however, that such determinations are made in good faith using averaging and attribution methods which are reasonable. Failure on the part of any Bank to demand compensation for any period hereunder shall not constitute a waiver of such Bank's rights to demand any such compensation in such period or in any other period, except that no Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand compensation for such costs or reductions not more than six months after the later of (i) such date or (ii) the date on which such Bank shall have become aware of such costs or reductionsconclusive.