In the event that [[Organization B:Organization]] or any [[Organization C:Organization]] shall have determined that any Applicable Law or guideline regarding capital adequacy, any Change in Law, or any change in the interpretation or administration thereof by any Governmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by [[Organization B:Organization]] or any [[Organization C:Organization]] (for purposes of this [Section 3.10], the term "[[Organization C:Organization]]" shall include [[Organization B:Organization]] or any [[Organization C:Organization]] and any corporation or bank controlling [[Organization B:Organization]] or any [[Organization C:Organization]]) and the office or branch where [[Organization B:Organization]] or any [[Organization C:Organization]] (as so defined) makes or maintains any Eurodollar Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on [[Organization B:Organization]]’s or any [[Organization C:Organization]]'s capital as a consequence of its obligations hereunder to a level below that which [[Organization B:Organization]] or such [[Organization C:Organization]] could have achieved but for such adoption, change or compliance (taking into consideration [[Organization B:Organization]]'s and each [[Organization C:Organization]]'s policies with respect to capital adequacy) by

If any Bank shall have determined that after the date hereof the adoption of or any change in any Requirement of Law (including any rules or regulations issued under or implementing any existing law) regarding capital adequacy or liquidity or in the interpretation or application thereof or compliance by such Bank or any corporation controlling such Bank with any request or directive after the date hereof regarding capital adequacy or liquidity (whether or not having the force of law) from any central bank or Governmental Authority, does or shall have the effect of reducing the rate of return on such Bank’s or such corporation’s capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which such Bank or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Bank’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount which is reasonably deemed by such Bank to be material, then from time to time, after submission by such Bank, through the Agent, to ​ of a written request therefor (such request, which shall be conclusive and binding upon all parties in the absence of manifest error, shall include details reasonably sufficient to establish the basis for such additional amounts payable and shall be submitted to ​ within 30 Working Days after it becomes aware of such fact), ​ shall, within 10 days of such written request, pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction. The agreements in this [subsection 2.14] shall survive the termination of this Agreement and payment of the Loans and the Notes and all other amounts payable hereunder.

Capital Adequacy If any Lender or Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any Lending Office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s, Issuing Bank’s or holding company’s capital as a consequence of this Agreement, or such Lender’s or Issuing Bank’s Commitments, Loans, Letters of Credit or participations in LC Obligations, to a level below that which such Lender, Issuing Bank or holding company could have achieved but for such Change in Law (taking into consideration such Lender’s, Issuing Bank’s and holding company’s policies with respect to capital adequacy), then from time to time Borrowers will pay to such Lender or Issuing Bank upon such Lender’s or Issuing Bank’s request which request, subject to Section 3.3, shall be accompanied by, if requested in writing by the Borrower Agent, a calculation of the amount thereof in reasonable detail, as the case may be, such additional amount or amounts as will compensate it or its holding company for any such reduction suffered.

Changes in Capital Adequacy Regulations. If any Lender determines the amount of capital required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender, is increased as a result of a Change in Law, then, within 15 days of demand by such Lender, [[Organization A:Organization]] shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender determines is attributable to this Agreement, Loans outstanding hereunder or its Commitment to make Loans (after taking into account such Lender’s policies as to capital adequacy); provided that a certificate setting forth such amount or amounts as shall be necessary to compensate such Lender as specified above, and containing an explanation in reasonable detail of the manner in which such amount or amounts shall have been determined, shall have been delivered to [[Organization A:Organization]] and shall be conclusive absent manifest error.

If any ​ determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the Closing Date, or such ​’s compliance therewith, there shall be any increase in the cost to such ​ of agreeing to make or making, funding or maintaining EURIBO Rate Loans, Term SOFR Loans, RFR Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such ​ in connection with any of the foregoing (excluding for purposes of this [Section 3.04(a)] any such increased costs or reduction in amount resulting from # Non-Excluded Taxes or Other Taxes, in each case, addressed by Section 3.01, # changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such ​ is organized or has its Lending Office, and # reserve requirements contemplated by [Section 3.04(c)]), then from time to time upon demand of such ​ (with a copy of such demand to the Administrative Agent), the Borrowers shall pay to such ​ such additional amounts as will compensate such ​ for such increased cost or reduction.

Adequacy of Records. The Company makes and keeps books and records and maintains internal accounting controls that provide reasonable assurance that: # transactions are executed in accordance with management’s authorization, # transactions are recorded as necessary to permit preparation of its financial statements and to maintain accountability for its assets, and # access to its assets is permitted only in accordance with management’s authorization; and

3.7Increased Costs; Capital Adequacy.

SECTION # Capital Adequacy. (a) [Reserved].

88 SECTION 3.04 Increased Cost and Reduced Return; Capital Adequacy and Liquidity; Reserves on Eurocurrency Rate Loans

“Risk-Based Capital Requirements” means the United States bank regulatory rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modification to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues, adopted on December 15, 2009, by the Financial Accounting Standard Board.