Common use of Increased Capital Costs Clause in Contracts

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any Governmental Authority affects or would affect the amount of capital required or expected to be maintained by any Secured Party or any Person controlling such Secured Party, and such Secured Party determines (in good faith but in its sole and absolute discretion) that the rate of return on its or such controlling Person’s capital as a consequence of the Commitments or the Credit Extensions made, or the Letters of Credit participated in, by such Secured Party is reduced to a level below that which such Secured Party or such controlling Person could have achieved but for the occurrence of any such circumstance, then upon notice from time to time by such Secured Party to the Term Loan Borrower, the Borrowers shall within five days following receipt of such notice pay directly to such Secured Party additional amounts sufficient to compensate such Secured Party or such controlling Person for such reduction in rate of return; provided that each Secured Party claiming compensation pursuant to this Section 4.5 shall deliver to Term Loan Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such compensation in accordance with such Secured Party’s standard practice and shall certify that the claim for compensation referred to therein is generally consistent with such Secured Party’s treatment of similarly situated customers of such Secured Party whose transactions with such Secured Party are similarly affected by the change in circumstances giving rise to such payment, but such Secured Party shall not be required to disclose any confidential or proprietary information therein. A statement of such Secured Party as to any such additional amount or amounts shall, in the absence of manifest error, be conclusive and binding on the Borrowers. In determining such amount, such Secured Party may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable. Notwithstanding anything to the contrary in this Section, the Borrowers shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than nine months prior to the earlier to occur of (i) the date of such Lender’s annual audit for the period in which such circumstance occurred and (ii) the date that such Lender notifies the Term Loan Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any Governmental Authority affects or would affect the amount of capital required or expected to be maintained by any Secured Party or any Person controlling such Secured Party, and such Secured Party determines (in good faith but in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of the Commitments or the Credit Extensions made, or the Letters of Credit participated in, by such Secured Party is reduced to a level below that which such Secured Party or such controlling Person could have achieved but for the occurrence of any such circumstance, then upon notice from time to time by such Secured Party to the Term Loan BorrowerCompany, the Borrowers shall shall, within five days following receipt of such notice (which notice shall be sent to the Company promptly (but in no event later than 180 days) after obtaining actual knowledge by such Lender of any such amounts owed by the Borrowers and the amount shall be conclusively determined by such Lender), jointly and severally, pay directly to such Secured Party additional amounts sufficient to compensate such Secured Party or such controlling Person for such reduction in rate of return; provided that each Secured Party claiming compensation pursuant to this Section 4.5 shall deliver to Term Loan Borrower (with a copy return to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such compensation in accordance with such Secured Party’s standard practice and shall certify that the claim for compensation referred to therein is generally consistent with such Secured Party’s treatment of similarly situated customers of such Secured Party whose transactions with such Secured Party are similarly affected by the change in circumstances giving rise extent allocable to such paymentLender's Commitments or the Credit Extensions made, but or the Letters of Credit participated in by such Secured Party shall not be required to disclose any confidential or proprietary information thereinLender. A statement of such Secured Party as to any such additional amount or amounts shall, in the absence of manifest error, be conclusive and binding on the Borrowerseach Borrower. In determining such amount, such Secured Party may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable. Notwithstanding anything to , provided that the contrary in this Section, the Borrowers shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than nine months prior to the earlier to occur of (i) the date determination of such Lender’s annual audit for the period amount is made in which good faith and in a manner generally consistent with such circumstance occurred and (ii) the date that such Lender notifies the Term Loan Borrower of such Lender’s intention to claim compensation Secured Party's standard practice therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any Governmental Authority affects or would affect the amount of capital required or expected to be maintained by any Secured Party or any Person controlling such Secured Party, and such Secured Party determines (in good faith but in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of the Commitments or the Credit Extensions made, or the Letters of Credit participated in, by such Secured Party is reduced to a level below that which such Secured Party or such controlling Person could have achieved but for the occurrence of any such circumstance, then then, in any such case upon notice from time to time by such Secured Party to the Term Loan Borrower, the Borrowers Borrower shall within five days following receipt of such notice pay directly to such Secured Party additional amounts sufficient to compensate such Secured Party or such controlling Person for such reduction in rate of return; provided that each . With such notice, the Secured Party claiming compensation pursuant to this Section 4.5 shall deliver to Term Loan provide the Borrower (with a copy to the Administrative Agent) a written statement, setting forth certificate outlining in reasonable detail the basis computations of any amounts claimed and the calculation of assumptions underlying such compensation in accordance with such Secured Party’s standard practice and shall certify that the claim for compensation referred to therein is generally consistent with such Secured Party’s treatment of similarly situated customers of such Secured Party whose transactions with such Secured Party are similarly affected by the change in circumstances giving rise to such payment, but such Secured Party shall not be required to disclose any confidential or proprietary information thereincomputations. A statement of such Secured Party as to any such additional amount or amounts shall, in the absence of manifest error, be conclusive and binding on the BorrowersBorrower. In determining such amount, such Secured Party may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable. Notwithstanding anything The Borrower shall have no obligation to make a payment under this Section to a Secured Party unless such Secured Party shall have notified the Borrower of its demand therefor within 60 days of the date on which such Secured Party has obtained final internal financial statements with respect to the contrary in this Section, the Borrowers shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than nine months prior to the earlier to occur of (i) the date Fiscal Quarter of such Lender’s annual audit for the period in Secured Party as to which such circumstance occurred and (ii) the date that such Lender notifies the Term Loan Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effectadditional amount or amounts are being claimed.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any Governmental Authority affects or would affect the amount of capital required or expected to be maintained by any Secured Party or any Person controlling such Secured Party, and such Secured Party determines (in good faith but in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of the Commitments or the Credit Extensions made, or the Letters of Credit participated in, by such Secured Party is reduced to a level below that which such Secured Party or such controlling Person could have achieved but for the occurrence of any such circumstance, then upon notice from time to time by such Secured Party to the Term Loan Borrower, the Borrowers shall within five days following receipt of such notice pay directly to such Secured Party additional amounts sufficient to compensate such Secured Party or such controlling Person for such reduction in rate of return; provided that each Secured Party claiming compensation pursuant to this Section 4.5 shall deliver to Term Loan Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such compensation in accordance with such Secured Party’s 's standard practice and shall certify that the claim for compensation referred to therein is generally consistent with such Secured Party’s 's treatment of similarly situated customers of such Secured Party whose transactions with such Secured Party are similarly affected by the change in circumstances giving rise to such payment, but such Secured Party shall not be required to disclose any confidential or proprietary information therein. A statement of such Secured Party as to any such additional amount or amounts shall, in the absence of manifest error, be conclusive and binding on the Borrowers. In determining such amount, such Secured Party may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable. Notwithstanding anything to the contrary in this Section, the Borrowers shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than nine months prior to the earlier to occur of (i) the date of such Lender’s 's annual audit for the period in which such circumstance occurred and (ii) the date that such Lender notifies the Term Loan Borrower of such Lender’s 's intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect.

Increased Capital Costs. If If, after the Closing Date, any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any Governmental Authority affects or would affect the amount of capital required or expected to be maintained by any Secured Credit Party or any Person controlling such Secured Credit Party, and such Secured Credit Party determines (in good faith but in its sole and absolute discretion) that the rate of return on its or such controlling Person’s capital as a consequence of the Commitments or the Credit Extensions made, or the Letters of Credit participated in, by such Secured Credit Party is reduced to a level below that which such Secured Credit Party or such controlling Person could have achieved but for the occurrence of any such circumstance, then then, upon notice from time to time by such Secured Credit Party to the Term Loan Borrower, the Borrowers Borrower shall within five days following receipt of such notice pay directly to such Secured Credit Party additional amounts sufficient to compensate such Secured Credit Party or such controlling Person for such reduction in rate of return; provided that each Secured Party claiming compensation pursuant to this Section 4.5 shall deliver to Term Loan Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such compensation in accordance with such Secured Party’s standard practice and shall certify that the claim for compensation referred to therein is generally consistent with such Secured Party’s treatment of similarly situated customers of such Secured Party whose transactions with such Secured Party are similarly affected by the change in circumstances giving rise to such payment, but such Secured Party shall not be required to disclose any confidential or proprietary information therein. A statement of such Secured Credit Party as to any such additional amount or amounts shall, in the absence of manifest error, be conclusive and binding on the BorrowersBorrower. In determining such amount, such Secured Credit Party may use any reasonable method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable. Notwithstanding anything Such statement shall be in reasonable detail and shall certify that the claim for additional amounts referred to therein is generally consistent with such Lender’s treatment of similarly situated customers of such Lender whose transactions with such Lender are similarly affected by the contrary change in circumstances giving rise to such payment, but such Lender shall not be required to disclose any confidential or proprietary information therein. Failure or delay on the part of any Lender to demand compensation pursuant to Section 4.3 or 4.4 or this Section, 4.5 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrowers Borrower shall not be required to compensate a Lender pursuant to this Section such Sections for any amounts increased costs incurred more than nine months 90 days prior to the earlier to occur of (i) the date of such Lender’s annual audit for the period in which such circumstance occurred and (ii) the date that such Lender notifies the Term Loan Borrower of the change giving rise to such increased costs and of such Lender’s intention to claim compensation therefor; provided further that, if the circumstances change giving rise to such claim have a retroactive effectincreased costs is retroactive, then such ninethe 90-month day period referred to above shall be extended to include the period of retroactive effect thereof. If a Lender demands compensation under Sections 4.3 or 4.4 or this Section 4.5 with respect to LIBO Rate Loans, the Borrower may, upon at least three Business Days’ notice to the Lender (with a copy of such retroactive effectnotice to the Administrative Agent), elect that, until the circumstances causing such demand for compensation no longer apply to such Lender, all LIBO Rate Loans that would otherwise be made by such Lender as part of any Borrowing shall be made instead as Base Rate Loans and all payments of principal of and interest on such Base Rate Loans shall be made at the same time as payments on the LIBO Rate Loans otherwise constituting part of such Borrowing. Each Lender will use all reasonable efforts to give prompt notice to the Borrower of the event giving rise to any such demand for compensation.

Increased Capital Costs. If If, after the Closing Date, any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any Governmental Authority affects or would affect the amount of capital required or expected to be maintained by any Secured Credit Party or any Person controlling such Secured Credit Party, and such Secured Credit Party determines (in good faith but in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of the Commitments or the Credit Extensions made, or the Letters of Credit participated in, by such Secured Credit Party is reduced to a level below that which such Secured Credit Party or such controlling Person could have achieved but for the occurrence of any such circumstance, then upon notice from time to time by such Secured Credit Party to the Term Loan Borrower, the Borrowers Borrower shall within five days following receipt of such notice pay directly to such Secured Credit Party additional amounts sufficient to compensate such Secured Credit Party or such controlling Person for such reduction in rate of return; provided that each Secured Party claiming compensation pursuant to this Section 4.5 shall deliver to Term Loan Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such compensation in accordance with such Secured Party’s standard practice and shall certify that the claim for compensation referred to therein is generally consistent with such Secured Party’s treatment of similarly situated customers of such Secured Party whose transactions with such Secured Party are similarly affected by the change in circumstances giving rise to such payment, but such Secured Party shall not be required to disclose any confidential or proprietary information therein. A statement of such Secured Credit Party as to any such additional amount or amounts shall, in the absence of manifest error, be conclusive and binding on the BorrowersBorrower. In determining such amount, such Secured Credit Party may use any reasonable method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable. Notwithstanding anything Such statement shall be in reasonable detail and shall certify that the claim for additional amounts referred to therein is generally consistent with such Lender's treatment of similarly situated customers of such Lender whose transactions with such Lender are similarly affected by the contrary change in circumstances giving rise to such payment, but such Lender shall not be required to disclose any confidential or proprietary information therein. Failure or delay on the part of any Lender to demand compensation pursuant to Sections 4.3 or 4.4 or this Section, Section 4.5 shall not constitute a waiver of such Lender's right to demand such compensation; provided that the Borrowers Borrower shall not be required to compensate a Lender pursuant to this Section such Sections for any amounts increased costs incurred more than nine months 90 days prior to the earlier to occur of (i) the date of such Lender’s annual audit for the period in which such circumstance occurred and (ii) the date that such Lender notifies the Term Loan Borrower of the change giving rise to such increased costs and of such Lender’s 's intention to claim compensation therefor; provided further that, if the circumstances change giving rise to such claim have a retroactive effectincreased costs is retroactive, then such ninethe 90-month day period referred to above shall be extended to include the period of retroactive effect thereof. If a Lender demands compensation under Sections 4.3 or 4.4 or this Section 4.5 with respect to LIBO Rate Loans, the Borrower may, upon at least three Business Days' notice to the Lender (with a copy of such retroactive effectnotice to the Administrative Agent), elect that, until the circumstances causing such demand for compensation no longer apply to such Lender, all LIBO Rate Loans that would otherwise be made by such Lender as part of any Borrowing shall be made instead as Base Rate Loans and all payments of principal of and interest on such Base Rate Loans shall be made at the same time as payments on the LIBO Rate Loans otherwise constituting part of such Borrowing. Each Lender will use all reasonable efforts to give prompt notice to the Borrower of the event giving rise to any such demand for compensation.

Increased Capital Costs. (a) If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any Governmental Authority Change In Law affects or would affect the amount of capital or liquidity required or expected to be maintained by any Secured Party or any Person controlling such Secured Party, and such Secured Party determines (in good faith but in its sole and absolute discretion) that the rate of return on its or such controlling Person’s capital as a consequence of the Commitments or the Credit Extensions made, or the Letters of Credit participated in, by such Secured Party is reduced to a level below that which such Secured Party or such controlling Person could have achieved but for the occurrence of any such circumstance, then upon notice from time to time by such Secured Party to the Term Loan Borrowers, the Borrowersapplicable Borrower, the Borrowers such Borrower shall within five days Business Days following receipt of such notice pay directly to such Secured Party additional amounts sufficient to compensate such Secured Party or such controlling Person for such reduction in rate of return; provided that each Secured Party claiming compensation pursuant to this Section 4.5 shall deliver to Term Loan Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such compensation in accordance with such Secured Party’s standard practice and shall certify that the claim for compensation referred to therein is generally consistent with such Secured Party’s treatment of similarly situated customers of such Secured Party whose transactions with such Secured Party are similarly affected by the change in circumstances giving rise to such payment, but such Secured Party shall not be required to disclose any confidential or proprietary information therein. A statement of such Secured Party as to any such additional amount or amounts shall, in the absence of manifest error, be conclusive and binding on the Borrowers. In determining such amount, such Secured Party may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable. Notwithstanding anything . (b) Further, if any Change in Law subjects any Secured Party or any Person controlling such Secured Party to the contrary in this Section, the Borrowers shall not be required to compensate a Lender pursuant any Tax with respect to this Section Agreement or any obligation or right hereunder, or changes the basis of taxation of payments to such Secured Party or any person controlling such Secured Party in respect thereof, (except for any amounts incurred more than nine months prior to the earlier to occur of (i) the date of such Lender’s annual audit for the period in which such circumstance occurred and Non-Excluded Taxes, (ii) Taxes which would be indemnifiable under Section 4.6 but for clauses (b) though (d) of the date that such Lender notifies definition of Non-Excluded Taxes and (iii) Connection Income Taxes), the Term Loan Borrower of such Lender’s intention to claim compensation therefor; provided thatCompany or the Tranche B-3 Borrowers, if the circumstances giving rise as applicable, shall pay to such claim have a retroactive effect, then party additional amounts sufficient to compensate such nine-month period shall be extended to include the period of party for such retroactive effectTax.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-phase in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any Governmental Authority (“Change in Law”) affects or would affect the amount of capital required or expected to be maintained by any Secured Party or any Person controlling such Secured Party, and such Secured Party determines (in good faith but in its sole and absolute discretion) that the rate of return on its or such controlling Person’s capital as a consequence of the Commitments or the Credit Extensions made, or the Letters of Credit participated in, by such Secured Party is reduced to a level below that which such Secured Party or such controlling Person could have achieved but for the occurrence of any such circumstanceChange in Law, then upon notice from time to time by such Secured Party to the Term Loan Borrower, the Borrowers Borrower shall within five ten (10) days following receipt of such notice pay directly to such Secured Party additional amounts sufficient to compensate such Secured Party or such controlling Person for such reduction in rate of return; provided provided, that notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by any Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each Secured Party claiming compensation case pursuant to this Section 4.5 Basel III, shall deliver in each case be deemed to Term Loan Borrower (with be a copy to the Administrative Agent) a written statementChange in Law, setting forth in reasonable detail the basis regardless of the calculation of such compensation in accordance with such Secured Party’s standard practice and shall certify that the claim for compensation referred to therein is generally consistent with such Secured Party’s treatment of similarly situated customers of such Secured Party whose transactions with such Secured Party are similarly affected by the change in circumstances giving rise to such paymentdate enacted, but such Secured Party shall not be required to disclose any confidential adopted or proprietary information thereinissued. A statement of such Secured Party as to any such additional amount or amounts shall, in the absence of manifest error, be conclusive and binding on the BorrowersBorrower. In determining such amount, such Secured Party may use any method of averaging and attribution that it (in its sole and absolute discretionacting reasonably) shall deem applicable. Notwithstanding anything to the contrary in this Section, the Borrowers shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than nine months prior to the earlier to occur of (i) the date of such Lender’s annual audit for the period in which such circumstance occurred and (ii) the date that such Lender notifies the Term Loan Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect.

Increased Capital Costs. If If, after the Closing Date, any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any Governmental Authority affects or would affect the amount of capital required or expected to be maintained by any Secured Credit Party or any Person controlling such Secured Credit Party, and such Secured Credit Party determines (in good faith but in its sole and absolute discretion) that the rate of return on its or such controlling Person’s capital as a consequence of the Commitments or the Credit Extensions made, or the Letters of Credit participated in, by such Secured Credit Party is reduced to a level below that which such Secured Credit Party or such controlling Person could have achieved but for the occurrence of any such circumstance, then upon notice from time to time by such Secured Credit Party to the Term Loan Borrower, the Borrowers Borrower shall within five days following receipt of such notice pay directly to such Secured Credit Party additional amounts sufficient to compensate such Secured Credit Party or such controlling Person for such reduction in rate of return; provided that each Secured Party claiming compensation pursuant to this Section 4.5 shall deliver to Term Loan Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such compensation in accordance with such Secured Party’s standard practice and shall certify that the claim for compensation referred to therein is generally consistent with such Secured Party’s treatment of similarly situated customers of such Secured Party whose transactions with such Secured Party are similarly affected by the change in circumstances giving rise to such payment, but such Secured Party shall not be required to disclose any confidential or proprietary information therein. A statement of such Secured Credit Party as to any such additional amount or amounts shall, in the absence of manifest error, be conclusive and binding on the BorrowersBorrower. In determining such amount, such Secured Credit Party may use any reasonable method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable. Notwithstanding anything Such statement shall be in reasonable detail and shall certify that the claim for additional amounts referred to therein is generally consistent with such Lender’s treatment of similarly situated customers of such Lender whose transactions with such Lender are similarly affected by the contrary change in circumstances giving rise to such payment, but such Lender shall not be required to disclose any confidential or proprietary information therein. Failure or delay on the part of any Lender to demand compensation pursuant to Sections 4.3 or 4.4 or this Section, Section 4.5 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrowers Borrower shall not be required to compensate a Lender pursuant to this Section such Sections for any amounts increased costs incurred more than nine months 90 days prior to the earlier to occur of (i) the date of such Lender’s annual audit for the period in which such circumstance occurred and (ii) the date that such Lender notifies the Term Loan Borrower of the change giving rise to such increased costs and of such Lender’s intention to claim compensation therefor; provided further that, if the circumstances change giving rise to such claim have a retroactive effectincreased costs is retroactive, then such ninethe 90-month day period referred to above shall be extended to include the period of retroactive effect thereof. If a Lender demands compensation under Sections 4.3 or 4.4 or this Section 4.5 with respect to LIBO Rate Loans, the Borrower may, upon at least three Business Days’ notice to the Lender (with a copy of such retroactive effectnotice to the Administrative Agent), elect that, until the circumstances causing such demand for compensation no longer apply to such Lender, all LIBO Rate Loans that would otherwise be made by such Lender as part of any Borrowing shall be made instead as Base Rate Loans and all payments of principal of and interest on such Base Rate Loans shall be made at the same time as payments on the LIBO Rate Loans otherwise constituting part of such Borrowing. Each Lender will use all reasonable efforts to give prompt notice to the Borrower of the event giving rise to any such demand for compensation.

Increased Capital Costs. If any change in, or the ----------------------- introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any Governmental Authority affects or would affect the amount of capital required or expected to be maintained by any Secured Party or any Person controlling such Secured Party, and such Secured Party determines (in good faith but in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of the Commitments or the Credit Extensions made, or the Letters of Credit participated in, by such Secured Party is reduced to a level below that which such Secured Party or such controlling Person could have achieved but for the occurrence of any such circumstance, then then, in any such case upon notice from time to time by such Secured Party to the Term Loan Borrower, the Borrowers Borrower shall within five days following receipt of such notice pay directly to such Secured Party additional amounts sufficient to compensate such Secured Party or such controlling Person for such reduction in rate of return; provided that each . With such notice, the Secured Party claiming compensation pursuant to this Section 4.5 shall deliver to Term Loan provide the Borrower (with a copy to the Administrative Agent) a written statement, setting forth certificate outlining in reasonable detail the basis computations of any amounts claimed and the calculation of assumptions underlying such compensation in accordance with such Secured Party’s standard practice and shall certify that the claim for compensation referred to therein is generally consistent with such Secured Party’s treatment of similarly situated customers of such Secured Party whose transactions with such Secured Party are similarly affected by the change in circumstances giving rise to such payment, but such Secured Party shall not be required to disclose any confidential or proprietary information thereincomputations. A statement of such Secured Party as to any such additional amount or amounts shall, in the absence of manifest error, be conclusive and binding on the BorrowersBorrower. In determining such amount, such Secured Party may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable. Notwithstanding anything The Borrower shall have no obligation to make a payment under this Section to a Secured Party unless such Secured Party shall have notified the Borrower of its demand therefor within 60 days of the date on which such Secured Party has obtained final internal financial statements with respect to the contrary in this Section, the Borrowers shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than nine months prior to the earlier to occur of (i) the date Fiscal Quarter of such Lender’s annual audit for the period in Secured Party as to which such circumstance occurred and (ii) the date that such Lender notifies the Term Loan Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effectadditional amount or amounts are being claimed.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any Governmental Authority affects or would affect the amount of capital required or expected to be maintained by any Secured Party or any Person controlling such Secured Party, and such Secured Party determines (in good faith but in its sole and absolute discretion) that the rate of return on its or such controlling Person’s capital as a consequence of the Commitments or the Credit Extensions made, or the Letters of Credit participated in, by such Secured Party is reduced to a level below that which such Secured Party or such controlling Person could have achieved but for the occurrence of any such circumstance, then upon notice from time to time by such Secured Party to the Term Loan BorrowerCompany, the Borrowers shall shall, within five days following receipt of such notice (which notice shall be sent to the Company promptly (but in no event later than 180 days) after obtaining actual knowledge by such Lender of any such amounts owed by the Borrowers and the amount shall be conclusively determined by such Lender), jointly and severally, pay directly to such Secured Party additional amounts sufficient to compensate such Secured Party or such controlling Person for such reduction in rate of return; provided that each Secured Party claiming compensation pursuant to this Section 4.5 shall deliver to Term Loan Borrower (with a copy return to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such compensation in accordance with such Secured Party’s standard practice and shall certify that the claim for compensation referred to therein is generally consistent with such Secured Party’s treatment of similarly situated customers of such Secured Party whose transactions with such Secured Party are similarly affected by the change in circumstances giving rise extent allocable to such paymentLender’s Commitments or the Credit Extensions made, but or the Letters of Credit participated in by such Secured Party shall not be required to disclose any confidential or proprietary information thereinLender. A statement of such Secured Party as to any such additional amount or amounts shall, in the absence of manifest error, be conclusive and binding on the Borrowerseach Borrower. In determining such amount, such Secured Party may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable. Notwithstanding anything to , provided that the contrary in this Section, the Borrowers shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than nine months prior to the earlier to occur of (i) the date determination of such Lenderamount is made in good faith and in a manner generally consistent with such Secured Party’s annual audit for the period in which such circumstance occurred and (ii) the date that such Lender notifies the Term Loan Borrower of such Lender’s intention to claim compensation standard practice therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any Governmental Authority affects or would affect the amount of capital required or expected to be maintained by any Secured Party or any Person controlling such Secured Party, and such Secured Party determines (in good faith but in its sole and absolute discretiondiscretion acting reasonably) that the rate of return on its or such controlling Person’s capital as a consequence of the Commitments or the Credit Extensions made, or the Letters of Credit participated in, Loans made by such Secured Party is reduced to a level below that which such Secured Party or such controlling Person could have achieved but for the occurrence of any such circumstance, then upon notice from time to time by such Secured Party to the Term Loan Borrower, the Borrowers Borrower shall within five days following receipt of such notice pay directly to such Secured Party additional amounts sufficient to compensate such Secured Party or such controlling Person for such reduction in rate of return; provided that each Secured Party claiming compensation pursuant to this Section 4.5 shall deliver to Term Loan Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such compensation in accordance with such Secured Party’s standard practice and shall certify that the claim for compensation referred to therein is generally consistent with such Secured Party’s treatment of similarly situated customers of such Secured Party whose transactions with such Secured Party are similarly affected by the change in circumstances giving rise to such payment, but such Secured Party shall not be required to disclose any confidential or proprietary information therein. A statement of such Secured Party as to any such additional amount or amounts shall, in the absence of manifest error, be conclusive and binding on the BorrowersBorrower. In determining such amount, such Secured Party may use any method of averaging and attribution that it (in its sole and absolute discretiondiscretion acting reasonably) shall deem applicable. Notwithstanding anything to the contrary in this Section, the Borrowers Borrower shall not be required to compensate a Lender for any amounts pursuant to this Section if the Lender makes a claim for any such amounts incurred more later than nine months prior to the earlier to occur of (i) 120th day following the date receipt of such Lender’s annual audit for the period Fiscal Year in which the event giving rise to such circumstance occurred claim and (ii) the date that such Lender notifies the Term Loan Borrower of such Lender’s intention to claim compensation thereforamounts occurred; provided that, if the circumstances event giving rise to such claim have has a retroactive effect, then such nine-month 120 day period shall be extended to include the period of such retroactive effect.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any Governmental Authority affects or would affect the amount of capital required or expected to be maintained by any Secured Party or any Person controlling such Secured Party, and such Secured Party determines (in good faith but in its sole and absolute discretion) that the rate of return on its or such controlling Person’s 's capital as a consequence of the Commitments or the Credit Extensions made, or the Letters of Credit participated in, Second-Lien Loans by such Secured Party is reduced to a level below that which such Secured Party or such controlling Person could have achieved but for the occurrence of any such circumstance, then upon notice from time to time by such Secured Party to the Term Loan BorrowerBorrowers, the Borrowers shall within five days following receipt of such notice jointly and severally pay directly to such Secured Party additional amounts sufficient to compensate such Secured Party or such controlling Person for such reduction in rate of return; provided that each Secured Party claiming compensation pursuant to this Section 4.5 shall deliver to Term Loan Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such compensation in accordance with such Secured Party’s standard practice and shall certify that the claim for compensation referred to therein is generally consistent with such Secured Party’s treatment of similarly situated customers of such Secured Party whose transactions with such Secured Party are similarly affected by the change in circumstances giving rise to such payment, but such Secured Party shall not be required if requested by the Borrowers use reasonable efforts (subject to disclose overall policy considerations of such Lender) to designate another lending office for any confidential Second-Lien Loans affected by such event or proprietary information thereintake other action so long as such Lender and its lending office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of this Section; provided, however, that no Borrower shall have any obligation to pay any such additional amount under this Section 4.5 with respect to any such change unless such Lender shall have notified the applicable Borrower of its demand within 120 days after the date upon which such Lender or such controlling Person has obtained audited financial statements with respect to the fiscal year of such Lender or such controlling Person in which such change occurred. Nothing in the first proviso to the immediately preceding sentence shall affect or postpone any of the Obligations of such Borrower or the right of any Lender provided in this Section. A statement of such Secured Party as to any such additional amount or amounts shall, in the absence of manifest error, be conclusive and binding on the Borrowers. In determining such amount, such Secured Party may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable. Notwithstanding anything to the contrary in this Section, the Borrowers shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than nine months prior to the earlier to occur of (i) the date of such Lender’s annual audit for the period in which such circumstance occurred and (ii) the date that such Lender notifies the Term Loan Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-phase in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any Governmental Authority affects or would affect the amount of capital required or expected to be maintained by any Secured Party or any Person controlling such Secured Party, and such Secured Party determines (in good faith but in its sole and absolute discretionfaith) that the rate of return on its or such controlling Person’s capital as a consequence of the Commitments or the Credit Extensions made, or the Letters of Credit participated in, by such Secured Party is reduced to a level below that which such Secured Party or such controlling Person could have achieved but for the occurrence of any such circumstance, then upon notice from time to time by such Secured Party to the Term Loan BorrowerBorrowers, the Borrowers shall within five days following receipt of such notice pay directly to such Secured Party additional amounts sufficient to compensate such Secured Party or such controlling Person for such reduction in rate of return; provided that each Secured Party claiming compensation pursuant to this Section 4.5 shall deliver to Term Loan Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such compensation in accordance with such Secured Party’s standard practice and shall certify that the claim for compensation referred to therein is generally consistent with such Secured Party’s treatment of similarly situated customers of such Secured Party whose transactions with such Secured Party are similarly affected by the change in circumstances giving rise to such payment, but such Secured Party shall not be required to disclose any confidential or proprietary information therein. A statement of such Secured Party as to any such additional amount or amounts shall, in the absence of manifest error, be conclusive and binding on the Borrowers. In determining such amount, such Secured Party may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable. Notwithstanding anything herein to the contrary in contrary, for purposes of this Section, the Borrowers shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than nine months prior to the earlier to occur of Agreement (i) the date of such Lender’s annual audit for the period Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, guidelines or directives in which such circumstance occurred connection therewith, and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case under this clause (ii) pursuant to Basel III, are deemed to have gone into effect and adopted after the date that such Lender notifies the Term Loan Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effectthis Agreement.

Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-phase in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any Governmental Authority (“Change in Law”) affects or would affect the amount of capital required or expected to be maintained by any Secured Party or any Person controlling such Secured Party, and such Secured Party determines (in good faith but in its sole and absolute discretion) that the rate of return on its or such controlling Person’s capital as a consequence of the Commitments or the Credit Extensions made, or the Letters of Credit participated in, by such Secured Party is reduced to a level below that which such Secured Party or such controlling Person could have achieved but for the occurrence of any such circumstanceChange in Law, then upon notice from time to time by such Secured Party to the Term Loan Borrower, the Borrowers Borrower shall within five days following receipt of such notice pay directly to such Secured Party additional amounts sufficient to compensate such Secured Party or such controlling Person for such reduction in rate of return; provided provided, that notwithstanding anything herein to the contrary, (i) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by any Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each Secured Party claiming compensation case pursuant to this Section 4.5 Basel III, shall deliver in each case be deemed to Term Loan Borrower (with be a copy to the Administrative Agent) a written statementChange in Law, setting forth in reasonable detail the basis regardless of the calculation of such compensation in accordance with such Secured Party’s standard practice and shall certify that the claim for compensation referred to therein is generally consistent with such Secured Party’s treatment of similarly situated customers of such Secured Party whose transactions with such Secured Party are similarly affected by the change in circumstances giving rise to such paymentdate enacted, but such Secured Party shall not be required to disclose any confidential adopted or proprietary information thereinissued. A statement of such Secured Party as to any such additional amount or amounts shall, in the absence of manifest error, be conclusive and binding on the BorrowersBorrower. In determining such amount, such Secured Party may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable. Notwithstanding anything to the contrary in this Section, the Borrowers shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than nine months prior to the earlier to occur of (i) the date of such Lender’s annual audit for the period in which such circumstance occurred and (ii) the date that such Lender notifies the Term Loan Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect.