Capital Requirements. If any Lender or any L/C Issuer determines that any Change in Law affecting such Lender or such L/C Issuer or any Lending Office of such Lender or such Lender’s or such L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such L/C Issuer’s capital or on the capital of such Lender’s or such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such L/C Issuer, to a level below that which such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such L/C Issuer’s policies and the policies of such Lender’s or such L/C Issuer’s holding company with respect to capital adequacy), then from time to time the applicable Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company for any such reduction suffered.

If, after the date hereof, any Issuing Bank or any Lender determines that # any Change in Law regarding capital, liquidity or reserve requirements for banks or bank holding companies, or # compliance by such Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital

Capital Requirements. If any [[Lender:Organization]] determines that any Change in Law affecting such [[Lender:Organization]] or any Lending Office of such [[Lender:Organization]] or such [[Lender:Organization]]’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such [[Lender:Organization]]’s capital or on the capital of such [[Lender:Organization]]’s holding company, if any, as a consequence of this Agreement or the Loans made by such [[Lender:Organization]], to a level below that which such [[Lender:Organization]] or such [[Lender:Organization]]’s holding company could have achieved but for such Change in Law (taking into consideration such [[Lender:Organization]]’s policies and the policies of such [[Lender:Organization]]’s holding company with respect to capital adequacy), then from time to time the [[Borrower:Organization]] will (within fifteen (15) days of its receipt of a request from a [[Lender:Organization]]) pay to such [[Lender:Organization]] such additional amount or amounts as will compensate such [[Lender:Organization]] or such [[Lender:Organization]]’s holding company for any such reduction suffered.

Capital Improvements. Notwithstanding anything else to the contrary contained in this Lease, [[Tenant:Organization]], at [[Tenant:Organization]]’s sole cost and expense, shall be required to perform all capital improvements in connection with the performance of [[Tenant:Organization]]’s Maintenance Obligations. [[Tenant:Organization]] shall provide written notice to [[Landlord:Organization]] in the event that any such capital improvements are required during the Lease Term and shall perform the same in accordance with the terms of Article 8 of the Lease.

Capital Changes. Until the one year anniversary of the Closing Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the Shares; provided, however, that such prior written consent shall not be required if such capital change is required in connection with the continued listing or quotation of the Common Stock on the Trading Market.

Capital Expenditures. [[Borrowers:Organization]] shall not, and shall not permit any of its Subsidiaries to, incur Capital Expenditures during any fiscal year in an aggregate amount for [[Borrowers:Organization]] and its Subsidiaries in excess of the CapEx Cap Amount with respect to such fiscal year. As used herein, “CapEx Cap Amount” means, with respect to any fiscal year, $150,000,000; provided, that such amount shall be increased by an amount equal to the excess, if any (but in no event more than $75,000,000), of the CapEx Cap Amount for the previous fiscal year (as calculated without giving effect to this proviso) over the actual amount of Capital Expenditures incurred by [[Borrowers:Organization]] and its Subsidiaries during such previous fiscal year.

If, after the date hereof, Issuing Bank or any Lender reasonably determines that # any Change in Law regarding capital or reserve requirements for banks or bank holding companies, or # compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy (whether or not having the force of law) issued after the Closing Date, has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital as a consequence of Issuing Bank’s or such Lender’s commitments hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount reasonably deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on written demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

“Qualified Capital Stock” of any Person means any Capital Stock of such Person that is not Disqualified Capital Stock.

“Specified Excluded Capital Stock” means # the Capital Stock of SMG Germany GmbH, # the Capital Stock of SMG Gardening (UK) Ltd., # the Capital Stock of [[Organization B:Organization]] de Mexico SA de CV, # the Capital Stock of [[Organization B:Organization]] Servicios S.A., # the Capital Stock of [[Organization B:Organization]] Sierra (China) Co. Ltd., # Miracle-Gro Tecnologia & Servicios, S. de R.L. de C.V., # the Capital Stock of The [[Company:Organization]] Foundation, and # the Capital Stock of the Excluded Entities (other than the Capital Stock of The Hawthorne Gardening Company directly owned by [[Company:Organization]] or any Subsidiary Guarantor, which shall be pledged in accordance with the terms of Section 5.11(a)).

any Company Contract relating to the issuance of any capital stock or other securities convertible into or exchangeable for capital stock, or subscriptions, rights, warrants, or options to acquire any capital stock or any securities convertible into or exchangeable for capital stock;