Common use of Capital Adequacy Charge Clause in Contracts

Capital Adequacy Charge. In the event that any Lender shall have determined that the adoption (effected after the date hereof) of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof or compliance by any Lender with any request or directive regarding capital adequacy (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 Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, chance or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed by such Lender, in its reasonable discretion, to be material, then from time to time, after submission by such Lender to Borrowers of a written demand therefor, which demand shall be made within sixty (60) days of such reduction, Borrowers, on a joint and several basis, shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. A certificate of such Lendxx xxximing entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such payment, the additional amount or amounts to be paid to such Lender, and the method by which such amounts were determined. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Each Lender and Agent agrees to allocate any such cost increase among its similarly situated customers in good faith and on an equitable basis; provided, however, that any such Lender shall not be entitled to such amounts unless similar assessments are imposed by such Lenders on other comparable borrowers of such Lender.

Capital Adequacy Charge. In the event that any Lender If LaSalle shall have determined that the adoption (effected after the date hereof) of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof thereof, or compliance by any Lender LaSalle with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authorityGovernmental Authority enacted after the Closing Date, does or shall have the effect of reducing the rate of return on such LenderLaSalle's capital as a consequence of its obligations hereunder to a level below that which such Lender LaSalle could have achieved but for such adoption, chance change or compliance (taking into consideration such LenderLaSalle's policies with respect to capital adequacy) by an amount deemed by such Lender, in its reasonable discretion, to be materiala material amount, then from time to time, after submission by such Lender LaSalle to Borrowers the Borrower of a written demand therefortherefor (the "CAPITAL ADEQUACY DEMAND") together with the certificate described below, which demand shall be made within sixty (60) days of such reduction, Borrowers, on a joint and several basis, the Borrower shall pay to such Lender LaSalle such additional amount or amounts (the "CAPITAL ADEQUACY CHARGE") as will compensate such Lender LaSalle for such reductionreduction in respect of its Loans hereunder. A certificate of such Lendxx xxximing LaSalle claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such paymentreduction, the additional amount or amounts of the Capital Adequacy Charge to be paid to such LenderLaSalle, and the method by which such amounts were amount was determined. In determining such amount, such Lender LaSalle may use any reasonable averaging and attribution methods. Each Lender and Agent agrees to allocate any such cost increase among its similarly situated customers in good faith and method, applied on an equitable a non-discriminatory basis; provided, however, that any such Lender shall not be entitled to such amounts unless similar assessments are imposed by such Lenders on other comparable borrowers of such Lender.

Capital Adequacy Charge. In If the event that any Lender Lenders shall have determined that the adoption (effected after the date hereof) of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof thereof, or compliance by any Lender of them with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authorityauthority enacted after the Closing Date, does or shall have the effect of reducing the rate of return on such Lender's any of the Lenders' capital as a consequence of its their obligations hereunder to a level below that which such Lender could have achieved but for such adoption, chance change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed by such Lender, in its reasonable discretion, to be materiala material amount, then from time to time, after submission by such Lender the Agent to the Borrowers of a written demand therefor, which demand shall be made within sixty (60) days of such reduction, Borrowers, on a joint and several basis, therefor the Borrowers shall pay to such Lender the Agent such additional amount or amounts as will compensate such Lender for such reduction, such demand to be made with reasonable promptness following such determination. A certificate of such Lendxx xxximing Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such paymentreduction, the additional amount or amounts to be paid to such Lender, and the method by which such amounts were determined. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Each Lender and Agent agrees to allocate any such cost increase among its similarly situated customers in good faith and method, applied on an equitable a non-discriminatory basis; provided, however, that any such Lender shall not be entitled to such amounts unless similar assessments are imposed by such Lenders on other comparable borrowers of such Lender.

Capital Adequacy Charge. In the event that any Lender If LaSalle shall have determined that the adoption (effected after the date hereof) of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof thereof, or compliance by any Lender LaSalle with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authorityauthority enacted after the Closing Date, does or shall have the effect of reducing the rate of return on such LenderLaSalle's capital as a consequence of its obligations hereunder to a level below that which such Lender LaSalle could have achieved but for such adoption, chance change or compliance (taking into consideration such LenderLaSalle's policies with respect to capital adequacy) by an amount deemed by such Lender, in its reasonable discretion, to be materiala material amount, then from time to time, after submission by such Lender LaSalle to Borrowers Borrower of a written demand therefortherefor ("Capital Adequacy Demand") together with the 9 certificate described below, which demand shall be made within sixty (60) days of such reduction, Borrowers, on a joint and several basis, Borrower shall pay to such Lender LaSalle such additional amount or amounts ("Capital Adequacy Charge") as will compensate such Lender LaSalle for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of such Lendxx xxximing LaSalle claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such paymentreduction, the additional amount or amounts of the Capital Adequacy Charge to be paid to such LenderLaSalle, and the method by which such amounts were amount was determined. In determining such amount, such Lender LaSalle may use any reasonable averaging and attribution methods. Each Lender and Agent agrees to allocate any such cost increase among its similarly situated customers in good faith and method, applied on an equitable a non-discriminatory basis; provided, however, that any such Lender shall not be entitled to such amounts unless similar assessments are imposed by such Lenders on other comparable borrowers of such Lender.

Capital Adequacy Charge. In the event that any If Lender shall have determined that the adoption (effected after the date hereof) of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof thereof, or compliance by any Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authorityauthority enacted after the date hereof, does or shall have the effect of reducing the rate of return on such Lenderparty's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, chance change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed by such Lendera material amount, in its reasonable discretionthen, to be material, then from time to time, time after submission by such Lender to Borrowers Borrower of a written demand therefortherefor ("CAPITAL ADEQUACY DEMAND") together with the certificate described below, which demand shall be made within sixty (60) days of such reduction, Borrowers, on a joint and several basis, Borrower shall pay to such Lender such additional amount or amounts ("CAPITAL ADEQUACY CHARGE") as will compensate such Lender for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of such Lendxx xxximing Lender claiming entitlement to payment as set forth above shall be conclusive deemed presumptively correct in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such paymentreduction, the additional amount or amounts of the Capital Adequacy Charge to be paid to such Lender, and the method by which such amounts were amount was determined. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Each Lender and Agent agrees to allocate any such cost increase among its similarly situated customers in good faith and method, applied on an equitable a non-discriminatory basis; provided, however, that any such Lender shall not be entitled to such amounts unless similar assessments are imposed by such Lenders on other comparable borrowers of such Lender.

Capital Adequacy Charge. In the event that If Agent or any Lender shall have determined that the adoption (effected after the date hereof) of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof thereof, or compliance by any Agent or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authorityauthority enacted after the date hereof, does or shall have the effect of reducing the rate of return on such Lenderparty's capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, chance change or compliance (taking into consideration such Lenderparty's policies with respect to capital adequacy) by an amount deemed by such Lender, in its reasonable discretion, to be materiala material amount, then from time to time, after submission by such Lender Agent to Borrowers Borrower of a written demand therefortherefor ("Capital Adequacy Demand") together with the certificate described below, which demand shall be made within sixty (60) days of such reduction, Borrowers, on a joint and several basis, Borrower shall pay to such Lender party such additional amount or amounts ("Capital Adequacy Charge") as will compensate such Lender party for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lendxx xxximing Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such paymentreduction, the additional amount or amounts of the Capital Adequacy Charge to be paid to Agent or such Lender, and the method by which such amounts were amount was determined. In determining such amount, such Lender the applicable party may use any reasonable averaging and attribution methodsmethod, applied on a non-discriminatory basis. Each Lender Notwithstanding the foregoing, upon Borrower's receipt of a Capital Adequacy Demand from Agent, Borrower may elect to voluntarily prepay all of the Liabilities in full, in cash, and shall not be required to pay any prepayment fee pursuant to Section 10 of this Agreement, so long as (a) Agent agrees to allocate any receives such cost increase among its similarly situated customers prepayment of the Liabilities in good faith full, in cash, within 120 days after Borrower's receipt of such Capital Adequacy Demand and on an equitable basis(b) Borrower terminates this Agreement; provided, however, that the foregoing shall not in any way affect Borrower's obligation to pay the Capital Adequacy Charge set forth in any such Lender shall not be entitled to such amounts unless similar assessments are imposed by such Lenders on other comparable borrowers of such LenderCapital Adequacy Demand.

Capital Adequacy Charge. In the event that any Lender If LaSalle shall have determined that the adoption (effected after the date hereof) of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof thereof, or compliance by any Lender LaSalle with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authorityauthority enacted after the Closing Date, does or shall have the effect of reducing the rate of return on such LenderLaSalle's capital as a consequence of its obligations hereunder to a level below that which such Lender LaSalle could have achieved but for such adoption, chance change or compliance (taking into consideration such LenderLaSalle's policies with respect to capital adequacy) by an amount deemed by such Lender, in its reasonable discretion, to be materiala material amount, then from time to time, after submission by such Lender LaSalle to Borrowers Borrower of a written demand therefortherefor ("Capital Adequacy Demand") together with the certificate described below, which demand shall be made within sixty (60) days of such reduction, Borrowers, on a joint and several basis, Borrower shall pay to such Lender LaSalle such additional amount or amounts ("Capital Adequacy Charge") as will compensate such Lender LaSalle for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of such Lendxx xxximing LaSalle claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such paymentreduction, the additional amount or amounts of the Capital Adequacy Charge to be paid to such LenderLaSalle, and the method by which such amounts were amount was determined. In determining such amount, such Lender LaSalle may use any reasonable averaging and attribution methodsmethod, applied on a non-discriminatory basis. Each Lender Borrower shall have ninety (90) days from receipt of the Capital Adequacy Demand to seek and Agent agrees to allocate any such cost increase among its similarly situated customers in good faith obtain replacement financing and on an equitable basis; provided, however, that any such Lender shall not will be entitled to such amounts unless similar assessments are imposed by such Lenders on other comparable borrowers apply the proceeds of such Lenderfinancing to payment in full of all Liabilities. In the event Borrower chooses this option the provisions of Section 12(b) shall not apply.

Capital Adequacy Charge. In the event that If Agent or any Lender shall have determined that the adoption (effected after the date hereof) of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof thereof, or compliance by any Agent or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authorityauthority enacted after the date hereof, does or shall have the effect of reducing the rate of return on such Lenderparty's capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, chance change or compliance (taking into consideration such Lenderparty's policies with respect to capital adequacy) by an amount deemed by such Lender, in its reasonable discretion, to be materiala material amount, then from time to time, after submission by such Lender Agent to Borrowers Borrower Representative of a written demand therefortherefor ("Capital Adequacy Demand") together with the certificate described below, which demand shall be made within sixty (60) days of such reduction, Borrowers, on a joint and several basis, Borrowers shall pay to such Lender party such additional amount or amounts ("Capital Adequacy Charge") as will compensate such Lender party for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lendxx xxximing Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such paymentreduction, the additional amount or amounts of the Capital Adequacy Charge to be paid to Agent or such Lender, and the method by which such amounts were amount was determined. In determining such amount, such Lender the applicable party may use any reasonable averaging and attribution methods. Each Lender and Agent agrees to allocate any such cost increase among its similarly situated customers in good faith and method, applied on an equitable a non- discriminatory basis; provided, however, that any such Lender shall not be entitled to such amounts unless similar assessments are imposed by such Lenders on other comparable borrowers of such Lender.

Capital Adequacy Charge. In the event that If Agent or any Lender shall have determined that the adoption (effected after the date hereof) of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof thereof, or compliance by any Agent or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authorityauthority enacted after the date hereof, does or shall have the effect of reducing the rate of return on such Lender's party’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, chance change or compliance (taking into consideration such Lender's party’s policies with respect to capital adequacy) by an amount deemed by such Lender, in its reasonable discretion, to be materiala material amount, then from time to time, after submission by such Lender Agent to Borrowers Borrower of a written demand therefortherefor (“Capital Adequacy Demand”) together with the certificate described below, which demand shall be made within sixty (60) days of such reduction, Borrowers, on a joint and several basis, Borrower shall pay to such Lender party such additional amount or amounts (“Capital Adequacy Charge”) as will compensate such Lender party for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lendxx xxximing Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such paymentreduction, the additional amount or amounts of the Capital Adequacy Charge to be paid to Agent or such Lender, and the method by which such amounts were amount was determined. In determining such amount, such Lender the applicable party may use any reasonable averaging and attribution methods. Each Lender and Agent agrees to allocate any such cost increase among its similarly situated customers in good faith and method, applied on an equitable a non-discriminatory basis; provided, however, that any such Lender shall not be entitled to such amounts unless similar assessments are imposed by such Lenders on other comparable borrowers of such Lender.

Capital Adequacy Charge. In the event that any If Agent or Lender shall have determined that the adoption (effected after the date hereof) of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof thereof, or compliance by any Agent or Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authorityauthority enacted after the date hereof, does or shall have the effect of reducing the rate of return on such Lenderparty's capital as a consequence of its obligations hereunder to a level below that which such Agent or Lender could have achieved but for such adoption, chance change or compliance (taking into consideration such LenderAgent's policies with respect to capital adequacy) by an amount deemed by such Lender, in its reasonable discretion, to be materiala material amount, then from time to time, after submission by such Lender Agent to the Borrowers of a written demand therefortherefor ("Capital Adequacy Demand") together with the certificate described below, which demand shall be made within sixty (60) days of such reduction, Borrowers, on a joint and several basis, the Borrowers shall pay to such Agent or Lender such additional amount or amounts ("Capital Adequacy Charge") as will compensate such Agent or Lender for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of such Lendxx xxximing Agent or Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such paymentreduction, the additional amount or amounts of the Capital Adequacy Charge to be paid to such Agent or Lender, and the method by which such amounts were amount was determined. In determining such amount, such Agent or Lender may use any reasonable averaging and attribution methods. Each Lender and Agent agrees to allocate any such cost increase among its similarly situated customers in good faith and method, applied on an equitable a non-discriminatory basis; provided, however, that any such Lender shall not be entitled to such amounts unless similar assessments are imposed by such Lenders on other comparable borrowers of such Lender.

Capital Adequacy Charge. In the event that If Agent or any Lender shall have determined that the adoption (effected after the date hereof) of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof thereof, or compliance by any Agent or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authorityauthority enacted after the date hereof, does or shall have the effect of reducing the rate of return on such Lender's party’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, chance change or compliance (taking into consideration such Lender's party’s policies with respect to capital adequacy) by an amount deemed by such Lender, in its reasonable discretion, to be materiala material amount, then from time to time, after submission by such Lender Agent to Borrowers of a written demand therefortherefor (“Capital Adequacy Demand”) together with the certificate described below, which demand shall be made within sixty (60) days of such reduction, Borrowers, on a joint and several basis, Borrowers shall pay to such Lender party such additional amount or amounts (“Capital Adequacy Charge”) as will compensate such Lender party for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lendxx xxximing Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest errorerror (which shall include the failure of such party to determine the Capital Adequacy Demand in accordance with this subsection). Such certificate shall set forth the nature of the occurrence giving rise to such paymentreduction, the additional amount or amounts of the Capital Adequacy Charge to be paid to Agent or such Lender, and the method by which such amounts were amount was determined. In determining such amount, such Lender the applicable party may use any reasonable averaging and attribution methods. Each Lender and Agent agrees to allocate any such cost increase among its similarly situated customers in good faith and method, applied on an equitable a non-discriminatory basis; provided, however, that any such Lender shall not be entitled to such amounts unless similar assessments are imposed by such Lenders on other comparable borrowers of such Lender.

Capital Adequacy Charge. In the event that any Lender If LaSalle shall have determined that the adoption (effected after the date hereof) of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof thereof, or compliance by any Lender LaSalle with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authorityauthority enacted after the Closing Date and having general application to the types of loans made by LaSalle, does or shall have the effect of reducing the rate of return on such LenderLaSalle's capital as a consequence of its obligations hereunder to a level below that which such Lender LaSalle could have achieved but for such adoption, chance change or compliance (taking into consideration such LenderLaSalle's policies with respect to capital adequacy) by an amount deemed by such Lender, in its reasonable discretion, to be materiala material amount, then from time to time, after submission by such Lender LaSalle to Borrowers Borrower of a written demand therefortherefor ("Capital Adequacy Demand") together with the certificate described below, which demand shall be made within sixty (60) days of such reduction, Borrowers, on a joint and several basis, Borrower shall pay to such Lender LaSalle such additional amount or amounts ("Capital Adequacy Charge") as will compensate such Lender LaSalle for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of such Lendxx xxximing LaSalle claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such paymentreduction, the additional amount or amounts of the Capital Adequacy Charge to be paid to such LenderLaSalle, and the method by which such amounts were amount was determined. In determining such amount, such Lender LaSalle may use any reasonable averaging and attribution methods. Each Lender and Agent agrees to allocate any such cost increase among its similarly situated customers in good faith and method, applied on an equitable a non-discriminatory basis; provided, however, that any such Lender shall not be entitled to such amounts unless similar assessments are imposed by such Lenders on other comparable borrowers of such Lender.

Capital Adequacy Charge. In If the event that any Lender shall have determined determined, acting reasonably, that the adoption (effected after the date hereof) of any lawApplicable Law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof thereof, or compliance by any the Lender with any request or directive regarding capital adequacy (whether or not having the force of lawLaw) from any central bank or governmental authorityauthority enacted after the Closing Date, does or shall have the effect of reducing the rate of return on such the Lender's ’s capital as a consequence of its obligations hereunder to a level below that which such the Lender could have achieved but for such adoption, chance change or compliance (taking into consideration such the Lender's ’s policies with respect to capital adequacy) by an amount deemed by such Lender, in its reasonable discretion, to be materiala material amount, then from time to time, after submission by such the Lender to the Borrowers of a written demand therefortherefor (the “Capital Adequacy Demand”) together with the certificate described below, which demand the Borrowers shall be made within sixty (60) days of such reduction, Borrowers, on a joint and several basis, shall immediately pay to such the Lender such additional amount or amounts (the “Capital Adequacy Charge”) as will compensate such the Lender for such reductionreduction in respect of their Loans hereunder. A certificate of such Lendxx xxximing the Lender claiming entitlement to payment as set forth above shall be conclusive evidence in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such paymentreduction, the additional amount or amounts of the Capital Adequacy Charge to be paid to such the Lender, and the method by which such amounts were amount was determined. In determining such amount, such the Lender may use any reasonable averaging and attribution methods. Each Lender and Agent agrees to allocate any such cost increase among its similarly situated customers in good faith and method, applied on an equitable a non-discriminatory basis; provided, however, that any such Lender shall not be entitled to such amounts unless similar assessments are imposed by such Lenders on other comparable borrowers of such Lender.

Capital Adequacy Charge. In the event that any Lender If LaSalle shall have determined that the adoption (effected after the date hereof) of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof thereof, or compliance by any Lender LaSalle with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authorityauthority enacted after the Closing Date, does or shall have the effect of reducing the rate of return on such LenderLaSalle's capital as a consequence of its obligations hereunder to a level below that which such Lender LaSalle could have achieved but for such adoption, chance change or compliance (taking into consideration such LenderLaSalle's policies with respect to capital adequacy) by an amount deemed by such Lender, in its reasonable discretion, to be materiala material amount, then from time to time, after submission by such Lender LaSalle to Borrowers the Borrower of a written demand therefortherefor (the "CAPITAL ADEQUACY DEMAND") together with the certificate described below, which demand shall be made within sixty (60) days of such reduction, Borrowers, on a joint and several basis, the Borrower shall pay to such Lender LaSalle such additional amount or amounts (the "CAPITAL ADEQUACY CHARGE") as will compensate such Lender LaSalle for such reductionreduction in respect of its Loans hereunder. A certificate of such Lendxx xxximing LaSalle claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such paymentreduction, the additional amount or amounts of the Capital Adequacy Charge to be paid to such LenderLaSalle, and the method by which such amounts were amount was determined. In determining such amount, such Lender LaSalle may use any reasonable averaging and attribution methods. Each Lender and Agent agrees to allocate any such cost increase among its similarly situated customers in good faith and method, applied on an equitable a non-discriminatory basis; provided, however, that any such Lender shall not be entitled to such amounts unless similar assessments are imposed by such Lenders on other comparable borrowers of such Lender.

Capital Adequacy Charge. In the event that If Agent or any Lender shall have determined that the adoption (effected after the date hereof) of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof thereof, or compliance by any Agent or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authorityauthority enacted after the date hereof, does or shall have the effect of reducing the rate of return on such Lender's party’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, chance change or compliance (taking into consideration such Lender's party’s policies with respect to capital adequacy) by an amount deemed by such Lender, in its reasonable discretion, to be materiala material amount, then from time to time, after submission by such Lender Agent to Borrowers Borrower Representative of a written demand therefortherefor (“Capital Adequacy Demand”) together with the certificate described below, which demand shall be made within sixty (60) days of such reduction, Borrowers, on a joint and several basis, Borrowers shall pay to such Lender party such additional amount or amounts (“Capital Adequacy Charge”) as will compensate such Lender party for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of Agent or such Lendxx xxximing Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such paymentreduction, the additional amount or amounts of the Capital Adequacy Charge to be paid to Agent or such Lender, and the method by which such amounts were amount was determined. In determining such amount, such Lender the applicable party may use any reasonable averaging and attribution methods. Each Lender and Agent agrees to allocate any such cost increase among its similarly situated customers in good faith and method, applied on an equitable a non-discriminatory basis; provided, however, that any such Lender shall not be entitled to such amounts unless similar assessments are imposed by such Lenders on other comparable borrowers of such Lender.

Capital Adequacy Charge. In the event that any If Lender shall have determined that the adoption (effected after the date hereof) of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof thereof, or compliance by any Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authorityauthority enacted after the Closing Date, does or shall have the effect of reducing the rate of return on such Lenderparty's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, chance change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed by such Lendera material amount, in its reasonable discretionthen, to be material, then from time to time, time after submission by such Lender to Borrowers Borrower of a written demand therefortherefor ("CAPITAL ADEQUACY DEMAND") together with the certificate described below, which demand shall be made within sixty (60) days of such reduction, Borrowers, on a joint and several basis, Borrower shall pay to such Lender such additional amount or amounts ("CAPITAL ADEQUACY CHARGE") as will compensate such Lender for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of such Lendxx xxximing Lender claiming entitlement to payment as set forth above shall be conclusive deemed presumptively correct in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such paymentreduction, the additional amount or amounts of the Capital Adequacy Charge to be paid to such Lender, and the method by which such amounts were amount was determined. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Each Lender and Agent agrees to allocate any such cost increase among its similarly situated customers in good faith and method, applied on an equitable a non-discriminatory basis; provided, however, that any such Lender shall not be entitled to such amounts unless similar assessments are imposed by such Lenders on other comparable borrowers of such Lender.

Capital Adequacy Charge. In the event that any Lender shall have determined that the adoption (effected after the date hereof) of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof or compliance by any Lender with any request or directive regarding capital adequacy (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 Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, chance change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed by such Lender, in its reasonable discretion, to be material, then from time to time, after submission by such Lender to Borrowers of a written demand therefor, which demand shall be made within sixty (60) days of such reduction, Borrowers, on a joint and several basis, the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. A certificate of such Lendxx xxximing Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such payment, the additional amount or amounts to be paid to such Lender, and the method by which such amounts were determined. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Each Lender and Agent agrees to allocate any such cost increase among its similarly situated customers in good faith and on an equitable basis; provided, however, that any such Lender shall not be entitled to such amounts unless similar assessments are imposed by such Lenders on other comparable borrowers of such Lender.

Capital Adequacy Charge. In the event that any If Lender shall have determined that the adoption (effected after the date hereof) any Change in Law affecting Lender or any lending office of any lawLender or Lender’s holding company, rule or regulation if any, regarding capital adequacy, or any change therein or in the interpretation or application thereof or compliance by any Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authorityliquidity requirements, does or shall have the effect of reducing the rate of return on such Lender's ’s (or Lender’s holding company, if any) does or shall have the effect of reducing the rate of return on Lender’s capital as a consequence of its this Agreement, Lender’s commitment, the Loans made or Letters of Credit issued by Lender or Lender’s obligations hereunder to a level below that which such Lender (or Lender’s holding company, if any) could have achieved but for such adoption, chance change or compliance (taking into consideration such Lender's ’s policies with respect to capital adequacyadequacy and liquidity) by an amount deemed by such Lender, in its reasonable discretion, to be materiala material amount, then from time to time, after submission by such Lender to Borrowers of a written demand therefortherefor together with the certificate described below, which demand Xxxxxxxxx shall be made pay to Lender within sixty ten (6010) days of such reduction, Borrowers, on a joint and several basis, shall pay to such Lender demand such additional amount or amounts as will compensate such Lender for such reduction, such written demand to be made promptly following such determination. A certificate of such Lendxx xxximing Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such paymentreduction, the amount of the additional amount or amounts to be paid to such Lender, and the method by which such amounts were amount was determined. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Each Lender and Agent agrees to allocate any such cost increase among its similarly situated customers in good faith and method, applied on an equitable a non-discriminatory basis; providedprovided that if the Lender fails to give such notice within one hundred eighty (180) days after it obtains knowledge of such Change in Law, howeverthe Lender shall, that any such Lender shall not with respect to compensation payable pursuant to this Section, only be entitled to payment for costs incurred from and after the date one hundred eighty (180) days prior to the date that the Lender does give such notice. A certificate of Lender claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such reduction, the amount of the additional amount or amounts unless similar assessments are imposed to be paid to Lender, and the method by which such Lenders amount was determined. In determining such amount, Lender may use any reasonable averaging and attribution method, applied on other comparable borrowers of such Lendera non-discriminatory basis.

Capital Adequacy Charge. In the event that any Lender If Bank shall have determined that the adoption (effected after the date hereof) of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof thereof, or compliance by any Lender Bank with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authorityauthority enacted after the date hereof, does or shall have the effect of reducing the rate of return on such Lender's party’s capital as a consequence of its obligations hereunder to a level below that which such Lender Bank could have achieved but for such adoption, chance change or compliance (taking into consideration such Lender's Bank’s policies with respect to capital adequacy) by an amount deemed by such Lender, in its reasonable discretion, to be materiala material amount, then from time to time, after submission by such Lender Bank to Borrowers Borrower of a written demand therefortherefor (“Capital Adequacy Demand”) together with the certificate described below, which demand shall be made within sixty (60) days of such reduction, Borrowers, on a joint and several basis, Borrower shall pay to such Lender Bank such additional amount or amounts (“Capital Adequacy Charge”) as will compensate such Lender Bank for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of such Lendxx xxximing Bank claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such paymentreduction, the additional amount or amounts of the Capital Adequacy Charge to be paid to such LenderBank, and the method by which such amounts were amount was determined. In determining such amount, such Lender Bank may use any reasonable averaging and attribution methodsmethod, applied on a non-discriminatory basis. Each Lender and Agent agrees to allocate any such cost increase among Bank shall not make a Capital Adequacy Demand unless it is making a similar demand from its other borrowers that are similarly situated customers in good faith and on an equitable basis; provided, however, that any to Borrower under substantially similar provisions of the loan documents governing its relationship with such Lender shall not be entitled to such amounts unless similar assessments are imposed by such Lenders on other comparable borrowers of such Lenderborrowers.

Capital Adequacy Charge. In the event that any Lender If LaSalle shall have determined that ----------------------- the adoption (effected after the date hereof) of any law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or application thereof thereof, or compliance by any Lender LaSalle with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental authorityauthority enacted after the Closing Date, does or shall have the effect of reducing the rate of return on such LenderLaSalle's capital as a consequence of its obligations hereunder to a level below that which such Lender LaSalle could have achieved but for such adoption, chance change or compliance (taking into consideration such LenderLaSalle's policies with respect to capital adequacy) by an amount deemed by such Lender, in its reasonable discretion, to be materiala material amount, then from time to time, after submission by such Lender LaSalle to Borrowers of a written demand therefortherefor ("Capital Adequacy Demand") together with the certificate described below, which demand shall be made within sixty (60) days of such reduction, Borrowers, on a joint and several basis, Borrowers shall pay to such Lender LaSalle such additional amount or amounts ("Capital Adequacy Charge") as will compensate such Lender LaSalle for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of such Lendxx xxximing LaSalle claiming entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such paymentreduction, the additional amount or amounts of the Capital Adequacy Charge to be paid to such LenderLaSalle, and the method by which such amounts were amount was determined. In determining such amount, such Lender LaSalle may use any reasonable averaging and attribution methods. Each Lender and Agent agrees to allocate any such cost increase among its similarly situated customers in good faith and method, applied on an equitable a non-discriminatory basis; provided, however, that any such Lender shall not be entitled to such amounts unless similar assessments are imposed by such Lenders on other comparable borrowers of such Lender.