Common use of Capital Adequacy Clause in Contracts

Capital Adequacy. If, after the Closing Date, any Lender shall have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change therein, or any change in the interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would have the effect of reducing the rate of return on such Lender's (or its parent's) capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) for such reduction. A certificate of such Lender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactively.

Capital Adequacy. If, after the Closing Date, If any Lender shall have has determined that the adoption or implementation becoming effective, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)adequacy, or any change thereintherein (after the date hereof), or any change in the interpretation or administration thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parentparent corporation) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)comparable agency, has or would have the effect of reducing the rate of return on such Lender's (or its parentparent corporation's) capital or assets as a consequence of its commitments or obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parentparent corporation) could have achieved but for such adoption, implementationeffectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy) by an amount reasonably deemed by ), then, upon notice from such Lender to be material(which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), then and receipt by the Borrowers of such written notice from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent), ) the Borrower Borrowers shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (or its parentafter taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction. A certificate of reduction provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender claiming first notifies the Borrowers of its intention to demand compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive 4.2 shall, absent manifest error, provided that be conclusive and binding on the determination thereof is made on a reasonable basisparties hereto. In determining such amount or amounts, such Lender may use any reasonable averaging The covenants of this Section 4.2 shall survive termination of this Credit Agreement and attribution methods. Notwithstanding anything to the contrary contained herein, other Credit Documents and the Borrower shall not be required to make any payment of additional the Loans and all other amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelypayable hereunder.

Capital Adequacy. If, If after the Closing Datedate hereof, any Lender Bank shall have determined that the adoption or implementation of any applicable law, rule rule, or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)adequacy, or any change therein, or any change in the interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender Bank (or its parent) with any guideline, request request, or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would have the effect of reducing the rate of return on such LenderBank's (or its parent's) capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender Bank (or its parent) could have achieved but for such adoption, implementation, change change, or compliance (taking into consideration such LenderBank's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender Bank to be material, then from time to time, within ten (10) Business Days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank (or its parent) for such reduction. A certificate of such Lender Bank claiming compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest errorconclusive, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender Bank may use any reasonable averaging and attribution methods. Notwithstanding anything With respect to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to each demand by a Bank under this Section 4.6 with respect 6.4, no Bank shall have the right to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request demand compensation for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change reduction in such Bank's rate of return occurring at any time before the date which takes effect retroactivelyis three (3) months prior to the date the Bank gives such demand for compensation to the Borrower.

Capital Adequacy. If, (a) If after the Closing Datedate of this Agreement, any Lender shall have determined that the adoption or implementation effectiveness (regardless of whether previously announced) of any applicable law, rule Legal Requirement or regulation treaty regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)adequacy, or any change therein, or any change in the interpretation or administration thereof by any central bank or other Governmental Authority or comparable agency charged with the interpretation or administration thereof, or compliance by such any Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other such Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)Authority, has or would have the effect of increasing the cost of, or reducing the rate of return on the capital of such Lender's Lender (or its parent'sany holding company of which such Lender is a part) capital as a consequence of its obligations hereunder or the transactions contemplated hereby its Term Note to a level below that which such Lender (or its parent) holding company could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within ten Business Days after upon demand by such Lender (with a copy to the Administrative Agent)) in the form of a certificate stating the cause of such demand and reasonably detailed calculations therefor, the Borrower shall (subject to Section 10.6 hereof) agrees to pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) holding company for such reduction. A . (b) The certificate of any Lender setting forth such amount or amounts as shall be necessary to compensate such Lender claiming compensation under this Section 4.6 or its holding company as specified in Subsection 10.16(a) above (and setting forth the additional amount or amounts to be paid to it hereunder calculation thereof in reasonable detail) shall be conclusive and binding, absent manifest error, provided that . The Borrower shall pay such Lender the determination thereof is made amount shown as due on a reasonable basisany such certificate within five days after such Lender delivers such certificate. In determining preparing such amount or amountscertificate, such Lender may employ such assumptions and allocations of costs and expenses as it shall in good xxxxx xxxx reasonable and may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelymethod.

Capital Adequacy. If, after the Closing Date, If any Lender shall have has determined that the adoption or implementation becoming effective, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)adequacy, or any change thereintherein (after the date hereof), or any change in the interpretation or administration thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parentparent corporation) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)comparable agency, has or would have the effect of reducing the rate of return on such Lender's ’s (or its parent'sparent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parentparent corporation) could have achieved but for such adoption, implementationeffectiveness, change or compliance (taking into consideration such Lender's ’s (or parent corporation’s) policies with respect to capital adequacy) by an amount reasonably deemed by ), then, upon notice from such Lender to be material(which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), then and receipt by the Borrower of such written notice from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent), ) the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (or its parentafter taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction. A certificate of ; provided, that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender claiming first notifies the Borrower of its intention to demand compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive 4.2 shall, absent manifest error, provided that be conclusive and binding on the determination thereof is made on a reasonable basisparties hereto. In determining such amount or amounts, such Lender may use any reasonable averaging The covenants of this Section 4.2 shall survive termination of this Credit Agreement and attribution methods. Notwithstanding anything to the contrary contained herein, other Credit Documents and the Borrower shall not be required to make any payment of additional the Loans and all other amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelypayable hereunder.

Capital Adequacy. If, after the Closing Date, If at any time any Lender shall have determined or Issuer determines that the adoption or implementation of any applicable law, rule or regulation a Change in Law regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change therein, or any change in the interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would liquidity requirements shall have the effect of reducing the rate of return on such Lender's ’s or Issuer’s (or its parent'sany corporation controlling such Lender’s or Issuer’s) capital as a consequence of its obligations hereunder or the transactions contemplated hereby under or in respect of any Letter of Credit to a level below that which such Lender (Lender, Issuer or its parent) such corporation could have achieved but for such adoptionChange in Law, implementationthen, change or compliance (taking into consideration such Lender's policies with respect upon demand from time to capital adequacy) by an amount reasonably deemed time by such Lender to be material, then from time to time, within ten Business Days after demand by such Lender or Issuer (with a copy of such demand to the Administrative Agent), the Borrower Borrowers shall pay to the Administrative Agent for the account of such Lender or Issuer, from time to time as specified by such Lender or Issuer, additional amount or amounts as will sufficient to compensate such Lender (or its parent) for such reduction. A certificate of as to such amounts submitted to the Parent Borrower and the Administrative Agent by such Lender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder Issuer shall be conclusive and binding for all purposes absent manifest error, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower The Borrowers shall not be required to make any payment of additional amounts to any compensate a Lender or Issuer pursuant to this Section 4.6 with respect to additional amounts relating to 2.14 for any period reduced rate of time which is return incurred more than 180 90 days prior to the date that such Lender or Issuer notifies the Parent Borrower of the Change in Law giving rise to such reduced rate of return and of such Lender's request for ’s or Issuer’s intention to claim compensation therefor; provided, however, that if the Change in Law giving rise to such additional amountsreduction is retroactive, provided then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof (to the extent that the foregoing provisions such period of this sentence shall retroactive effect is not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyalready included in such 90-day period).

Capital Adequacy. If, after the Closing Date, If any Lender shall have determined or Issuing Lender determines that the adoption or implementation effectiveness, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender (or its parentparent corporation) with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)comparable agency, has or would have the effect of reducing the rate of return on such Lender's ’s or Issuing Lender’s (or its parent'sparent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder or the transactions contemplated hereby to any Borrower to a level below that which such Lender or Issuing Lender (or its parentparent corporation) could have achieved but for such adoption, implementationeffectiveness, change or compliance (taking into consideration such Lender's ’s or Issuing Lender’s (or parent corporation’s) policies with respect to capital adequacy) by an amount reasonably deemed by ), then, upon notice from such Lender to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent)or Issuing Lender, the relevant Borrower shall pay to such Lender or Issuing Lender such additional amount or amounts (but without duplication of any amounts payable under Section 4.1(c)) as will compensate such Lender or Issuing Lender (or its parentparent corporation) for such reduction. A certificate of Each determination by any such Lender claiming compensation or Issuing Lender of amounts owing under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive 4.2 shall, absent manifest error, provided that be conclusive and binding on the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyparties hereto.

Capital Adequacy. If, after the Closing Date, (a) If any Lender shall have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)of, or any change thereinin, any Capital Adequacy Regulation or any change in the interpretation or administration application thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) any corporation controlling such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of from any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing made subsequent to the Basle Accord), has or would date hereof shall have the effect of reducing the rate of return on such Lender's (’s or its parent's) such corporation’s capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) such corporation could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender's ’s or such corporation’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within ten Business Days after demand submission by such Lender to the Borrower (with a copy to the Administrative Agent)) of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) such corporation for such reduction. . (b) A certificate of such Lender claiming compensation under as to any additional amounts payable pursuant to this Section 4.6 and setting forth 2.8 submitted by any Lender to the additional amount or amounts Borrower (with a copy to be paid to it hereunder the Administrative Agent) shall be conclusive absent in the absence of manifest error, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained hereinin this Section 2.8, the Borrower shall not be required to make any payment of additional amounts to any compensate a Lender pursuant to this Section 4.6 with respect 2.8 for any amounts incurred more than nine months prior to additional amounts relating the date that such Lender notifies the Borrower of such Lender’s intention to any 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 time which is more than 180 days prior such retroactive effect. The obligations of the Borrower pursuant to such Lender's request for such additional amounts, provided that this Section 2.8 shall survive the foregoing provisions termination of this sentence shall not apply to additional Agreement and the payment of the Term Loans and all other amounts attributable to any Regulatory Change which takes effect retroactivelypayable hereunder.

Capital Adequacy. If, If after the Closing Date, date hereof any Lender shall have determined or the Administrative Agent determines that (a) the adoption of or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, change in any law, rule governmental rule, regulation, policy, guideline or regulation implementing directive (whether or not having the Basle Accord), force of law) regarding capital requirements for Lenders or any change therein, Lender holding companies or any change in the interpretation or administration application thereof by any central bank or other a Governmental Authority charged with the interpretation or administration thereofappropriate jurisdiction, or (b) compliance by such Lender (or its parent) the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any guidelinelaw, request governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)such entity regarding capital adequacy, has or would have the effect of reducing the rate of return on such Lender's (or its parent's) capital as a consequence of its obligations hereunder or the transactions contemplated hereby Administrative Agent's commitment with respect to any Loans to a level below that which such Lender (or its parent) the Administrative Agent could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender's or the Administrative Agent's then existing policies with respect to capital adequacyadequacy and assuming full utilization of such entity's capital) by an any amount reasonably deemed by such Lender or (as the case may be) the Administrative Agent to be material, then from time such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Prime Rate, the Borrower agrees to time, within ten Business Days after demand pay such Lender or (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or (with a copy to as the case may be) the Administrative Agent), the Borrower Agent of a certificate in accordance with Section 5.9 hereof. Each Lender shall pay to allocate such Lender such additional amount or amounts as will compensate such Lender (or cost increases among its parent) for such reduction. A certificate of such Lender claiming compensation under this Section 4.6 customers in good faith and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, provided that the determination thereof is made on a reasonable an equitable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactively.

Capital Adequacy. If, after the Closing Date, any Lender shall have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change therein, or any change in the interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would have the effect of reducing the rate of return on such Lender's (or its parent's) capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) for such reduction. A certificate of such Lender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactively.

Capital Adequacy. If, after the Closing Date, If any Lender shall have has reasonably determined that the adoption or implementation effectiveness of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing made after the Basle Accord)date hereof, or any change thereintherein made after the date hereof, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereofthereof made after the date hereof, or compliance by such Lender (or its parent) parent company with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing comparable agency made after the Basle Accord)date hereof, has or would have the effect of reducing the rate of return on such Lender's (of its parent company's capital or its parent's) capital assets as a consequence of its commitments or obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementationeffectiveness, change or compliance (taking into consideration the policies of such Lender's policies Lender and its parent company with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material), then from time to timethen, within ten 10 Business Days after demand by such Lender (with a copy the Borrower's receipt of the certificate referred to in the Administrative Agent)next sentence, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or and its parent) parent company for such reduction. A certificate ; provided that no such amounts shall be payable with respect to reduction in rate of return incurred more than three (3) months before such Lender claiming demands compensation under this Section 4.6 3.5. A certificate as to the amount of such reduction in rate of return, the good faith basis therefor and setting forth in reasonable detail the additional calculations used by the applicable Lender to arrive at the amount or amounts claimed to be paid to it hereunder due, shall be conclusive absent manifest error, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything submitted to the contrary contained herein, Borrower and the Borrower shall not be required to make any payment Agent. Each determination by a Lender of additional amounts to any Lender pursuant to owing under this Section 4.6 with respect to additional amounts relating to any period shall be rebuttably presumptive evidence of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing matters set forth therein. The provisions of this sentence Section shall not apply to additional survive termination of this Credit Agreement and the payment of the Loans and all other amounts attributable to any Regulatory Change which takes effect retroactivelypayable hereunder.

Capital Adequacy. If, (a) If after the Closing Datedate of this Agreement, the Agent or any Lender shall have determined that the adoption or implementation effectiveness of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)of general applicability, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such the Agent or any Lender (or its parent) with any guideline, request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such Governmental Authority, central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)comparable agency, has or would have the effect of reducing the rate of return on such the Agent's or any Lender's (or its parent's) capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which the Agent or such Lender (or its parent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration the Agent's or such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by the Agent or such Lender to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to the Agent or such Lender such additional amount or amounts as will compensate the Agent or such Lender (or its parent) for such reduction. . (b) A certificate of the Agent or such Lender claiming compensation under this Section 4.6 and setting forth the additional such amount or amounts to be paid to it hereunder as shall be conclusive absent manifest errornecessary to compensate the Agent or such Lender as specified in Section 5.14(a) hereof and making reference to the applicable law, provided that rule or regulation shall be delivered as soon as practicable to the determination thereof is made Borrower and shall be prima facie evidence thereof. The Borrower shall pay the Agent or such Lender the amount shown as due on a reasonable basisany such certificate within fourteen (14) Business Days after the Agent or such Lender delivers such certificate. In determining preparing such amount certificate, the Agent or amounts, such Lender may employ such assumptions and allocations of costs and expenses as it shall in good xxxxx xxxx reasonable and may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelymethod.

Capital Adequacy. If, after the Closing Date, If any Lender shall have determined that the adoption after the Effective Date or implementation effectiveness after the Effective Date (whether or not previously announced) of any applicable law, rule rule, regulation or regulation treaty regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)adequacy, or any change thereintherein after the Effective Date, or any change in the interpretation or administration thereof after the Effective Date by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such any Lender (or its parent) with any guideline, request or directive after the Effective Date regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), comparable agency has or would have the effect of reducing the rate of return on such Lender's (or its parent's) capital as a consequence of its obligations hereunder hereunder, under the Letters of Credit, the Notes or the transactions contemplated hereby other Obligations held by it to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within ten Business Days upon satisfaction of the conditions precedent set forth in this Section 7.10, after demand by such Lender (with a copy to the Administrative Agent)) as provided below, the Borrower shall pay (subject to Section 11.7 hereof) to such Lender such additional amount or amounts as will compensate such Lender (or its parent) for such reduction. A The certificate of such any Lender claiming compensation under this Section 4.6 and setting forth the additional such amount or amounts as shall be necessary to compensate it and the basis thereof and reasons therefor shall be paid delivered as soon as practicable to it hereunder Borrower and shall be conclusive and binding, absent manifest error, provided that . Borrower shall pay the determination thereof is made amount shown as due on a reasonable basisany such certificate within five (5) Business Days after the delivery of such certificate. In determining preparing such amount or amountscertificate, a Lender may employ such Lender assumptions and allocations of costs and expenses as it shall in good xxxxx xxxx reasonable and may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelymethod.

Capital Adequacy. If, If after the Closing Date, date hereof any Lender shall have determined Bank determines that (a) the adoption of or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, change in any law, rule rule, regulation, guideline, directive or regulation implementing request (whether or not having the Basle Accord), force of law) regarding capital requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or (b) compliance by such Lender (Bank or its parent) parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would have the effect of reducing the rate of return on such LenderBank's (or its parent's) such holding company's capital as a consequence of its obligations such Bank's commitment to make Loans hereunder or the transactions contemplated hereby to a level below that which such Lender (Bank or its parent) holding company could have achieved but for such adoption, implementation, change or compliance (taking into consideration such LenderBank's or such holding company's then existing policies with respect to capital adequacyadequacy and assuming the full utilization of such entity's capital) by an any amount reasonably deemed by such Lender Bank to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent), Bank may notify the Borrower shall thereof. The Borrower agrees to pay to such Lender such additional Bank the amount or amounts as will compensate such Lender (or its parent) for such reduction. A certificate of such Lender claiming compensation under this Section 4.6 reduction in the return on capital as and when such reduction is determined, upon presentation by such Bank of a statement of the amount setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, provided that the determination thereof is made on a reasonable basisBank's calculation thereof. In determining such amount or amountsamount, such Lender Bank may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained hereinforegoing, the Borrower shall not have the right, in lieu of making the payment referred to in this Section 4.10, to prepay the Loans and terminate the Commitments within thirty (30) days of such demand and avoid the payment of the amounts otherwise due under this Section 4.10, provided, however, that the Borrower shall be required to make any payment pay together with such prepayment of additional amounts to any Lender pursuant to this the Loans all other costs, damages and expenses otherwise due under Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions 4.8 of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyAgreement.

Capital Adequacy. If, after the Closing Date, any Lender shall have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change therein, or any change in the interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would have the effect of reducing the rate of return on such Lender's (or its parent's) capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) for such reduction. A certificate of such Lender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactively.

Capital Adequacy. IfIf any Lender has determined, after the Closing Datedate hereof, any Lender shall have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)becoming effective of, or any change thereinin, or any change in the interpretation or administration thereof by any Governmental Authority, central bank bank, or other Governmental Authority comparable agency charged with the interpretation or administration thereofthereof in the interpretation or administration of, any applicable law, rule, or regulation regarding capital adequacy, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank bank, or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)comparable agency, has or would have the effect of increasing such Lender’s cost of making or maintaining such Lender’s Loan or reducing the rate of return on such Lender's (’s capital or its parent's) capital assets as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementationeffectiveness, change change, or compliance (taking into consideration such Lender's ’s policies with respect to capital adequacy) by an amount reasonably deemed by ), then, upon notice from such Lender to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent)Borrower, the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) for such reductionincreased cost or reduction in amount received. A Each determination by any such Lender of amounts owing under this Section 3.05 shall, absent manifest error, be conclusive and binding on the parties hereto. The relevant Lender will, upon request, provide a certificate in reasonable detail as to the amount of such Lender claiming increased cost or reduction in amount received and method of calculation. Upon any Lender’s making a claim for compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error3.05, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, (i) such Lender may shall use commercially reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its lending office or assign its rights and obligations hereunder to another of its offices, branches or affiliates so as to eliminate or reduce any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, such additional payment by the Borrower shall which may thereafter accrue, if such change is not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior otherwise disadvantageous to such Lender's request for Lender and (ii) the Borrower has the right to replace such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyLender in accordance with Section 3.08.

Capital Adequacy. If, If after the Closing Date, date hereof any Lender shall have determined Bank or the Administrative Agent determines that (a) the adoption of or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change therein, or any change in the interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy Government Mandate (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by any Government Authority with appropriate jurisdiction, or (b) compliance by such Bank or the Administrative Agent, or any corporation controlling such Bank or the Administrative Agent, with any Government Mandate (whether or not having the force of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), law) has or would have the effect of reducing the rate of return on such Lender's (or its parent's) capital as a consequence of its obligations hereunder Bank’s or the transactions contemplated hereby Administrative Agent’s commitment with respect to any Loans to a level below that which such Lender Bank or (or its parentas the case may be) the Administrative Agent could have achieved but for such adoption, implementationchange, change or compliance (taking into consideration such Lender's Bank’s or the Administrative Agent’s then existing policies with respect to capital adequacyadequacy and assuming full utilization of such Entity’s capital) by an any amount reasonably deemed by such Lender Bank or (as the case may be) the Administrative Agent to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to Bank or the Administrative Agent)Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Federal Funds Rate, the Borrower shall pay such Bank or (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Bank or (as the case may be) the Administrative Agent of a certificate in accordance with Section 4.8 hereof (but in any case not later than the first to occur of (I) the date one year after such Lender such additional amount adoption, change, or amounts as will compensate such Lender (or its parent) for compliance causing such reduction, and (II) as to adoptions of or changes in Government Mandates occurring prior to the repayment of the Loans and the termination of the Commitments the date ninety (90) days after both the payment in full of all Outstanding Loans and termination of the Commitments). A certificate Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis. Subject to the terms specified above in this Section 4.7, the obligations of such Lender claiming compensation the Borrower under this Section 4.6 4.7 shall survive repayment of the Loans and setting forth termination of the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyCommitments.

Capital Adequacy. If, after the Closing Date, If any Lender shall have determined determine that the adoption or implementation of any applicable law, rule rule, regulation or regulation treaty regarding capital adequacy (including, without limitation, any law, rule or regulation implementing after the Basle Accord)date hereof, or any change thereintherein after the date hereof, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such any Lender (or its parentApplicable Lending Office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender's Lender or any Person controlling such Lender (or its parent'sa "PARENT") capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parentParent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender's its policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within ten Business Days 15 days after demand by such Lender (with a copy to the Administrative Agent), the relevant Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) for such reduction. A certificate statement of such any Lender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, ; provided that the determination thereof is made on a reasonable basis; and provided further that a Borrower shall not be obligated to compensate such Lender for any such reduction occurring more than 180 days prior to the time such Lender first notifies such Borrower of such adoption, implementation, change or compliance. In determining such amount or amountsamount, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactively.

Capital Adequacy. IfWithout limiting any other provision of this Agreement, after in the Closing Date, event that any Lender shall have determined that the adoption or implementation of any applicable law, rule treaty, governmental (or regulation quasi-governmental) rule, regulation, guideline or order regarding capital adequacy (including, without limitation, any law, rule not currently in effect or regulation implementing fully applicable as of the Basle Accord)Closing Date, or any change therein, therein or any change in the interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration application thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy not currently in effect or fully applicable as of the Closing Date (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) of any from a central bank or other Governmental Authority (includingor body having jurisdiction, without limitation, any guideline does or other requirement implementing the Basle Accord), has or would shall have the effect of reducing the rate of return on the capital of such Lender's (Lender or its parent's) capital any corporation owning or controlling such Lender as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoptionlaw, implementationtreaty, rule, regulation, guideline or order, or such change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within ten Business Days (10) days after written notice and demand by such Lender to the Borrower Representative (with a copy copies thereof to the Administrative Agent), the each Borrower shall agrees to pay to such Lender such additional amount or amounts as will sufficient to compensate such Lender (or its parent) for such reduction. A Each certificate of such Lender claiming compensation as to the amount payable under this Section 4.6 and setting 5.18 (which certificate shall set forth the additional amount or basis for requesting such amounts in reasonable detail), submitted to be paid to it hereunder shall be conclusive the Borrower Representative by any Lender in good faith, shall, absent manifest error, provided that the determination thereof is made on a reasonable basis. In determining such amount or amountsbe final, such Lender may use any reasonable averaging conclusive and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request binding for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyall purposes.

Capital Adequacy. If, If after the Closing Agreement Date, (a) the introduction of or any Lender shall have determined that change in or in the adoption or implementation interpretation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)or (b) compliance by a Lender with any law, rule or regulation or any change therein, guideline or any change in the interpretation or administration thereof by request from any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy governmental authority (whether or not having the force of law) of any central bank adopted or other Governmental Authority (including, without limitation, any guideline or other requirement implementing promulgated after the Basle Accord), has Agreement Date affects or would have affect the effect amount of reducing capital required or expected to be maintained by a Lender or any corporation controlling such Lender, and such Lender determines that the rate amount of return on such capital is increased by or based upon the existence of such Lender's (commitment or its parent's) capital as a consequence Advances hereunder and other commitments or advances of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoptionof this type, implementation, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to timethen, within ten Business Days 30 days after demand by such Lender (with a copy Lender, subject to the Administrative Agent)Section 11.9, the Borrower shall immediately pay to such Lender Lender, from time to time as specified by such Lender, additional amount or amounts as will sufficient to compensate such Lender (or its parent) for with respect to such reductioncircumstances, to the extent that such Lender reasonably determines in good faith such increase in capital to be allocable to the existence of such Lender's Commitments hereunder. A certificate of such as to any additional amounts payable to any Lender claiming compensation under this Section 4.6 9.5 submitted to the Borrower by such Lender shall certify that such amounts were actually incurred by such Lender or corporation controlling such Lender and setting forth shall show in reasonable detail an accounting of the additional amount or amounts payable and the calculations used to be paid to it hereunder determine in good faith such amount and shall be conclusive absent manifest or demonstrable error, provided that the determination thereof is made on a reasonable basis. In determining such amount amount, such Lender or amounts, a corporation controlling such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained hereinforegoing, nothing in this Section 9.5 shall provide the Borrower shall not be required or any Subsidiary of the Borrower the right to make any payment inspect the records, files or books of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to or any period of time which is more than 180 days prior to corporation controlling such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactively.

Capital Adequacy. If, If after the Closing Datedate hereof, any Lender shall have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such a Lender (or its parent) parent with any guideline, request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)comparable agency, has or would have the effect of reducing the rate of return on such Lender's (or its parent's) 's capital or assets as a consequence of its such Lender's commitments or obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) parent could have achieved but for such adoption, implementationeffectiveness, change or compliance (taking into consideration such Lender's or its parent's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material), then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent)upon demand, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) parent for such reduction. A certificate of such Lender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest errorSuch Lender, provided upon determining in good faith that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender will be payable pursuant to this Section 4.6 with respect 2.12, will give prompt written notice thereof to additional amounts relating to any period the Borrower, which notice shall set forth in reasonable detail the basis of time which is more than 180 days prior to such Lender's request for the calculation of such additional amounts, provided that although the foregoing provisions of this sentence failure to give any such notice shall not apply release or diminish any of the Borrower's obligations to pay additional amounts attributable pursuant to any Regulatory Change which takes effect retroactivelythis Section 2.12 upon receipt of such notice.

Capital Adequacy. If, after the Closing Datedate hereof, any Lender shall have has determined that the adoption or implementation after the date hereof of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)adequacy, or any change thereintherein after the date hereof, or any change in the interpretation or administration thereof after the date hereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive arising after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)comparable agency, has or would will have the effect of reducing the rate of return on such Lender's (or its parent's) parent company's capital or assets as a consequence of its commitments or obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) parent company could have achieved but for such adoption, implementation, adoption or change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent), then, upon notice from such Lender, the Borrower Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender (or and its parent) parent company for such reduction; provided, however, that a Lender shall not be entitled to avail itself of the benefit of this Section 3.5 to the extent that any such reduction in return was incurred more than ninety (90) days prior to the time it gives notice to the Borrowers of the relevant circumstances. A certificate of such Lender claiming compensation In determining the additional amount payable under this Section 4.6 3.5, each Lender will act reasonably and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in good faith and will use averaging and attribution methods which are reasonable, provided, that such Lender's determination of compensation owing under this Section 3.5 shall, absent manifest error, provided be final and conclusive and binding on all parties hereto. Each Lender, upon determining that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender will be payable pursuant to this Section 4.6 with respect 3.5, will give prompt written notice thereof to additional amounts relating to any period the Borrowers, through the Agent, which notice shall show the basis for calculation of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactively.

Capital Adequacy. IfIf any Lender has determined, after the Closing Datedate hereof, any Lender shall have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)becoming effective of, or any change thereinin, or any change in the interpretation or administration thereof by any Governmental Authority, central bank bank, or other Governmental Authority comparable agency charged with the interpretation or administration thereofthereof in the interpretation or administration of, any applicable law, rule, or regulation regarding capital adequacy, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank bank, or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)comparable agency, has or would have the effect of increasing such Lender’s cost of maintaining its Commitment or making or maintaining any Loans or reducing the rate of return on such Lender's (’s capital or its parent's) capital assets as a consequence of its commitments or obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementationeffectiveness, change change, or compliance (taking into consideration such Lender's ’s policies with respect to capital adequacy) by an amount reasonably deemed by ), then, upon notice from such Lender to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent)Borrower, the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) for such reductionincreased cost or reduction in amount received. A Each determination by any such Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the parties hereto. The relevant Lender will, upon request, provide a certificate in reasonable detail as to the amount of such Lender claiming increased cost or reduction in amount received and method of calculation. Upon any Lender’s making a claim for compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error3.08, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, (i) such Lender may shall use commercially reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its Lending Office or assign its rights and obligations hereunder to another of its offices, branches or affiliates so as to eliminate or reduce any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, such additional payment by the Borrower shall which may thereafter accrue, if such change is not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior otherwise disadvantageous to such Lender's request for , and (ii) the Borrower may replace such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyLender in accordance with Section 3.11.

Capital Adequacy. If, If after the Closing Agreement Date, (a) the ---------------- introduction of or any Lender shall have determined that change in or in the adoption or implementation interpretation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)or (b) compliance by a Lender with any law, rule or regulation or any change therein, guideline or any change in the interpretation or administration thereof by request from any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy governmental authority (whether or not having the force of law) of any central bank adopted or other Governmental Authority (including, without limitation, any guideline or other requirement implementing promulgated after the Basle Accord), has Agreement Date affects or would have affect the effect amount of reducing capital required or expected to be maintained by a Lender or any corporation controlling such Lender, and such Lender determines that the rate amount of return on such capital is increased by or based upon the existence of such Lender's (commitment or its parent's) capital as a consequence Advances hereunder and other commitments or advances of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoptionof this type, implementation, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to timethen, within ten Business Days 30 days after demand by such Lender (with a copy Lender, subject to the Administrative Agent)Section 11.9, the Borrower shall ------------ immediately pay to such Lender Lender, from time to time as specified by such Lender, additional amount or amounts as will sufficient to compensate such Lender (or its parent) for with respect to such reductioncircumstances, to the extent that such Lender reasonably determines in good faith such increase in capital to be allocable to the existence of such Lender's Commitments hereunder. A certificate of such as to any additional amounts payable to any Lender claiming compensation under this Section 4.6 9.5 submitted to the Borrower by such Lender shall ----------- certify that such amounts were actually incurred by such Lender or corporation controlling such Lender and setting forth shall show in reasonable detail an accounting of the additional amount or amounts payable and the calculations used to be paid to it hereunder determine in good faith such amount and shall be conclusive absent manifest or demonstrable error, provided that the determination thereof is made on a reasonable basis. In determining such amount amount, such Lender or amounts, a corporation controlling such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained hereinforegoing, nothing in this Section 9.5 shall provide the Borrower shall not be required or any ----------- Subsidiary of the Borrower the right to make any payment inspect the records, files or books of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to or any period of time which is more than 180 days prior to corporation controlling such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactively.

Capital Adequacy. If, (a) If after the Closing Datedate of this Agreement, the Agent or any Lender shall have determined that the adoption or implementation effectiveness of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)of general applicability, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such the Agent or any Lender (or its parent) with any guideline, request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such Governmental Authority, central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)comparable agency, has or would have the effect of reducing the rate of return on such the Agent’s or any Lender's (or its parent's) ’s capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which the Agent or such Lender (or its parent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration the Agent’s or such Lender's ’s policies with respect to capital adequacy) by an amount reasonably deemed by the Agent or such Lender to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to the Agent or such Lender such additional amount or amounts as will compensate the Agent or such Lender (or its parent) for such reduction. . (b) A certificate of the Agent or such Lender claiming compensation under this Section 4.6 and setting forth the additional such amount or amounts to be paid to it hereunder as shall be conclusive absent manifest errornecessary to compensate the Agent or such Lender as specified in Section 5.14(a) hereof and making reference to the applicable law, provided that rule or regulation shall be delivered as soon as practicable to the determination thereof is made Borrower and shall be prima facie evidence thereof. The Borrower shall pay the Agent or such Lender the amount shown as due on a reasonable basisany such certificate within fourteen (14) Business Days after the Agent or such Lender delivers such certificate. In determining preparing such amount certificate, the Agent or amounts, such Lender may employ such assumptions and allocations of costs and expenses as it shall in good xxxxx xxxx reasonable and may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelymethod.

Capital Adequacy. If, after the Closing Date, any Lender shall ---------------- have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change therein, or any change in the interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would have the effect of reducing the rate of return on such Lender's (or its parent's) capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) for such reduction. A certificate of such Lender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid ----------- to it hereunder shall be conclusive absent manifest error, provided that the -------- determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactively.

Capital Adequacy. IfIn the event that any Lender, after subsequent to the Closing Date, determines in the exercise of its reasonable business judgment that (x) any Lender shall have determined that the adoption or implementation of any change in applicable law, rule rule, regulation or regulation guideline regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)adequacy, or any change therein, or (y) any change in the interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (z) compliance by such Lender (or its parent) with any guideline, new request or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline governmental or other requirement implementing the Basle Accord)regulatory authority, has or would have the effect of reducing the rate of return on such Lender's (or its parent's) ’s capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender's ’s policies with respect to capital adequacy) by an amount reasonably deemed material by such Lender in the exercise of its reasonable business judgment, the Companies agree to be materialpay to such Lender, then from time to time, within ten Business Days after no later than five (5) days following demand by such Lender (with a copy to the Administrative Agent)Lender, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) for such reduction. A certificate reduction in rate of such Lender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, provided that the determination thereof is made on a reasonable basisreturn. In determining such amount or amounts, such Lender may use any reasonable averaging and or attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower The protection of this Section 8.12 shall not be required to make any payment of additional amounts available to any Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition. A certificate of a Lender setting forth such amount or amounts as shall be necessary to compensate such Lender with respect to this Section 8.12 and the calculation thereof, when delivered to the Companies, shall be conclusive and binding on each Company absent manifest error. In the event a Lender exercises its rights pursuant to this Section 4.6 with respect 8.12, and subsequent thereto determines that the amounts paid by the Companies exceeded the amount which such Lender actually required to additional amounts relating compensate such Lender for any reduction in rate of return on its capital, such excess shall be returned to any period of time which is more than 180 days prior to the Companies by such Lender's request for such additional amounts, provided that . This indemnification shall survive the foregoing provisions termination of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyFinancing Agreement and the payment and satisfaction of the Obligations.

Capital Adequacy. If, If after the Closing Date, date hereof any Lender shall have determined Bank or the Agent reasonably determines that (i) the adoption of or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, change in any law, rule governmental rule, regulation, policy, guideline or regulation implementing directive (whether or not having the Basle Accord), force of law) regarding capital requirements for banks or any change therein, bank holding companies or any change in the interpretation or administration application thereof by any central bank a court or other Governmental Authority charged governmental authority with appropriate jurisdiction after the interpretation or administration thereofdate hereof, or (ii) compliance after the date hereof by such Lender (Bank or its parent) the Agent or any corporation controlling such Bank or the Agent with any guidelinelaw, request governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)such entity regarding capital adequacy, has or would have the effect of reducing the rate of return on such LenderBank's (or its parent's) capital as a consequence of its obligations hereunder or the transactions contemplated hereby Agent's commitment with respect to any Loans to a level below that which such Lender (Bank or its parent) the Agent could have achieved but for such adoption, implementation, change or compliance (taking into consideration such LenderBank's or the Agent's then existing policies with respect to capital adequacyadequacy and assuming full utilization of such entity's capital) by an any amount reasonably deemed by such Lender Bank or (as the case may be) the Agent to be material, then from time such Bank or the Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate or Eurodollar Rate, or in amounts paid or payable by the Borrower pursuant to timeSection 5.7 or Section 5.10 hereof, the Borrower and such Bank or (as the case may be) the Agent shall thereafter attempt to negotiate in good faith, within ten Business Days after demand by thirty (30) days of the day on which the Borrower receives such Lender notice, an adjustment payable hereunder which will adequately compensate such Bank or the Agent in light of these circumstances. If the Borrower and such Bank or the Agent are unable to agree to such adjustment within thirty (with a copy to 30) days of the Administrative Agentdate on which the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) for such reduction. A certificate of such Lender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it fees payable hereunder shall be conclusive absent manifest errorincrease by an amount that will, provided that in such Bank's or the determination thereof is made Agent's reasonable determination, provide adequate compensation. Each Bank and the Agent shall allocate such cost increases among its customers in good faith and on a reasonable an equitable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained hereinin this Section 5.8, in the event that the Agent or any Bank shall fail to notify the Borrower of any such costs of increased capital requirements within one hundred twenty (120) days following the Agent's or such Bank's determination thereof, the Borrower Agent or, as the case may be, such Bank shall not be required entitled to make claim any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to 5.8 for any period of time ending on a date which is more than 180 days prior to one hundred twenty (120) days before such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelynotification.

Capital Adequacy. If, If after the Closing Date, date hereof any Lender shall have determined or the Administrative Agent determines that (a) the adoption of or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, change in any law, rule governmental rule, regulation, policy, guideline or regulation implementing directive (whether or not having the Basle Accord), force of law) regarding capital requirements for Lenders or any change therein, Lender holding companies or any change in the interpretation or administration application thereof by any central bank or other a Governmental Authority charged with the interpretation or administration thereofappropriate jurisdiction, or (b) compliance by such Lender (or its parent) the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any guidelinelaw, request governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)such entity regarding capital adequacy, has or would have the effect of reducing the rate of return on such Lender's (or its parent's) capital as a consequence of its obligations hereunder ’s or the transactions contemplated hereby Administrative Agent’s commitment with respect to any Revolving Credit Loans to a level below that which such Lender (or its parent) the Administrative Agent could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender's ’s or the Administrative Agent’s then existing policies with respect to capital adequacyadequacy and assuming full utilization of such entity’s capital) by an any amount reasonably deemed by such Lender or (as the case may be) the Administrative Agent to be material, then from time such Lender or the Administrative Agent may notify the Borrowers of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the Borrowers jointly and severally agree to time, within ten Business Days after demand pay such Lender or (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or (with a copy to as the case may be) the Administrative Agent), the Borrower Agent of a certificate in accordance with § 6.9 hereof. Each Lender shall pay to allocate such Lender such additional amount or amounts as will compensate such Lender (or cost increases among its parent) for such reduction. A certificate of such Lender claiming compensation under this Section 4.6 customers in good faith and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, provided that the determination thereof is made on a reasonable an equitable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing The provisions of this sentence § 6.8 shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactively.survive payment or satisfaction in full of all other Obligations

Capital Adequacy. If, after the Closing Date, If any Lender shall have has determined that the adoption or implementation becoming effective, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)adequacy, or any change thereintherein (after the date hereof), or any change in the interpretation or administration thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parentparent corporation) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)comparable agency, has or would have the effect of reducing the rate of return on such Lender's (or its parentparent corporation's) capital or assets as a consequence of its commitments or obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parentparent corporation) could have achieved but for such adoption, implementationeffectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy) by an amount reasonably deemed by ), then, upon notice from such Lender to be material(which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), then and receipt by the Borrower of such written notice from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent), ) the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (or its parentafter taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction. A certificate of ; provided, that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender claiming first notifies the Borrower of its intention to demand compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive 4.2 shall, absent manifest error, provided that be conclusive and binding on the determination thereof is made on a reasonable basisparties hereto. In determining such amount or amounts, such Lender may use any reasonable averaging The covenants of this Section 4.2 shall survive termination of this Credit Agreement and attribution methods. Notwithstanding anything to the contrary contained herein, other Credit Documents and the Borrower shall not be required to make any payment of additional the Loans and all other amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelypayable hereunder.

Capital Adequacy. If, after the Closing Date, any Lender shall have determined that (a) If the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) any Participant with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or other Governmental Authority (includingcomparable agency, without limitation, any guideline or other requirement implementing in each case made subsequent to the Basle Accord), Documentation Date has or would will have the effect of reducing the rate of return on such Lenderany Participant's (or its parent's) parent company's capital by a material amount, as a consequence of its commitments or obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (Participant or its parent) parent company could have achieved but for such adoption, implementationeffectiveness, change or compliance (taking into consideration such LenderParticipant's or its parent company's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent), then, upon notice from such Participant, the Borrower Lessee shall pay to such Lender Participant such additional amount or amounts as will compensate such Lender (or Participant and its parent) parent company for such reductionreduction (it being understood that such parent company shall not be reimbursed to the extent its subsidiary Participant is reimbursed by the Lessee in connection with the same or a similar law, rule, regulation, change, request or directive applicable to such Participant). A certificate All payments required by this Section 13.11 shall be made by the Lessee within ten (10) Business Days after demand by the affected Participant. The Lessee shall not be obligated to reimburse any Participant for any reduced return incurred more than one hundred eighty (180) days after the date that such Participant receives actual notice of such Lender claiming compensation under reduced return unless such Participant gives notice thereof to the Lessee in accordance with this Section 4.6 13.11 during such one hundred eighty (180) day period. If any Participant becomes entitled to claim any additional amounts pursuant to this clause, it shall provide prompt written notice thereof to the Lessee, through the Administrative Agent and/or the Agent Certificate Holder, certifying (x) that one of the events described in this clause (a) has occurred and setting forth describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount or demanded by such Participant and a reasonably detailed explanation of the calculation thereof. Such a certificate as to any additional amounts payable pursuant to be paid this clause submitted by such Participant, through the Administrative Agent and/or the Agent Certificate Holder, to it hereunder the Lessee shall be conclusive absent in the absence of manifest error, provided that . This covenant shall survive the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging termination of this Participation Agreement and attribution methods. Notwithstanding anything to the contrary contained herein, other Operative Documents and the Borrower shall not be required to make any payment of additional the Loans, Certificate Holder Amounts and all other amounts payable hereunder and thereunder. (b) Each Participant shall use its commercially reasonable efforts to reduce or eliminate, any Lender claim for compensation pursuant to this Section 4.6 with respect 13.11, including, without limitation, a change in the office of such Participant at which its obligations related to additional amounts relating the Operative Documents are maintained if such change will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Participant, be otherwise disadvantageous to it. If any period of time which is more than 180 days prior to such Lender's request claim for such additional amounts, provided that the foregoing provisions of this sentence compensation shall not apply be eliminated or waived, the Lessee shall have the right to additional replace the affected Participant with a new financial institution that shall succeed to the rights of such Participant under the Operative Documents; provided, however, that such Participant shall not be replaced hereunder until it has been paid in full such claim and all other amounts attributable owed to any Regulatory Change which takes effect retroactivelyit hereunder.

Capital Adequacy. If, If after the Closing Date, date hereof any Lender shall have determined Bank or the ---------------- Administrative Agent determines that (a) the adoption of or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change therein, or any change in the interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy Government Mandate (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by any applicable Government Authority with appropriate jurisdiction, or (b) compliance by such Bank or the Administrative Agent, or any corporation controlling such Bank or the Administrative Agent, with any Government Mandate (whether or not having the force of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), law) has or would have the effect of reducing the rate of return on such LenderBank's (or its parent's) capital as a consequence of its obligations hereunder or the transactions contemplated hereby Administrative Agent's commitment with respect to any Loans to a level below that which such Lender (Bank or its parent) the Administrative Agent could have achieved but for such adoption, implementationchange, change or compliance (taking into consideration such LenderBank's or the Administrative Agent's then existing policies with respect to capital adequacyadequacy and assuming full utilization of such Entity's capital) by an any amount reasonably deemed by such Lender Bank or (as the case may be) the Administrative Agent to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to Bank or the Administrative Agent)Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Alternative Base Rate, (x) the Borrower shall pay such Bank or (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Bank or (as the case may be) the Administrative Agent of a certificate in accordance with Section 4.8 hereof (but in any case not later than the first to occur of (I) the date one hundred and eighty (180) days after such adoption, change, or compliance causing such reduction, and (II) as to adoptions of or changes in Government Mandates occurring prior to the repayment of the Loans and the termination of the Commitment the date ninety (90) days after both the payment in full of all outstanding Loans and termination of the Commitments), (y) the Borrower shall be entitled, upon notice to the Administrative Agent and each Bank given within ninety (90) days of any notice by such Bank under the next preceding sentence, to repay in cash in full all, but not less than all, of the Loans of such Bank, together with all accrued and unpaid interest on such Loans and any other amounts owing to such Lender Bank under the Loan Documents and terminate (in full and not in part) such additional amount Bank's Commitment, and, (z) in the event the Borrower elects to repay the Loans of any Bank under clause (y), each other Bank shall be entitled, by notice to the Administrative Agent and the Borrower given within forty-five (45) days after receipt of the notice referred to in clause (y), to require the Borrower to repay in cash in full, within forty-five (45) days of the notice under this clause (z), all, but not less than all, of the Loans of such other Bank, together with all accrued and unpaid interest on such Loans and any other amounts owing to such other Bank under the Loan Documents. Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis. Each Bank will use reasonable efforts (subject to overall policy considerations of such Bank) to avoid or amounts as will compensate mitigate any increased cost or obligation to prepay arising under this Section to the greatest extent practicable (including transferring its Loans to another lending office or affiliate of the Bank) unless, in the opinion of the Bank, such Lender efforts would be likely to result in the Bank (or its parentlending office or affiliate) for such reductionsuffering a material economic, legal or regulatory disadvantage, and provided, further, that nothing in this sentence shall affect or postpone the Borrower's obligations hereunder, or any of the Bank's rights hereunder. A certificate Subject to the terms specified above in this Section 4.7, the obligations of such Lender claiming compensation the Borrower under this Section 4.6 4.7 shall survive repayment of the Loans and setting forth termination of the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyCommitments.

Capital Adequacy. If, after the Closing Date, If at any time any Lender shall have determined determines that (a) the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change thereinof, or any change in or in the interpretation of, any law, treaty or administration thereof by governmental rule, regulation or order after the date of this Agreement regarding capital adequacy, (b) compliance with any such law, treaty, rule, regulation or order or (c) compliance with any guideline or request or directive from any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would shall have the effect of reducing the rate of return on such Lender's ’s (or its parent'sany corporation controlling such Lender’s) capital as a consequence of its obligations hereunder or the transactions contemplated hereby under or in respect of any Letter of Credit to a level below that which such Lender (or its parent) such corporation could have achieved but for such adoption, implementationchange, change compliance or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be materialinterpretation, then then, upon demand from time to time, within ten Business Days after demand time by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender Lender, from time to time as specified by such Lender, additional amount or amounts as will sufficient to compensate such Lender (or its parent) for such reduction. A certificate of as to such amounts submitted to the Borrower and the Administrative Agent by such Lender claiming shall be conclusive and binding for all purposes absent manifest error. Notwithstanding the foregoing, no Lender shall be entitled to compensation under this Section 4.6 2.15 for any reductions suffered with respect to any date that such reductions are incurred unless it shall have notified the Borrower that it will demand compensation for such reductions under this Section 2.15 not more than 120 days after the later of (i) such date and setting forth (ii) the additional amount or amounts to be paid to date on which it hereunder shall be conclusive absent manifest errorhave become aware of such reductions; provided, provided that the determination thereof is made on a reasonable basisforegoing shall in no way operate in derogation of the undertaking contained in the last sentence of this Section 2.15. In determining such amount the event that any Lender determines that any event or amountscircumstance that will lead to a claim under this Section 2.15 has occurred or will occur, such Lender may will use its best efforts to so notify the Borrower; provided, that any reasonable averaging failure to provide such notice shall in no way impair the rights of such Lender to demand and attribution methods. Notwithstanding anything receive compensation under this Section 2.15, but without prejudice to the contrary contained herein, any claims of the Borrower shall not be required for compensation for actual damages sustained as a result of any failure to make any payment of additional amounts to any Lender pursuant to observe this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyundertaking.

Capital Adequacy. If, after the Closing Date, If any Lender shall have determined or Issuing Lender determines that the adoption or implementation effectiveness, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender (or its parentparent corporation) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)comparable agency, has or would have the effect of reducing the rate of return on such Lender's ’s or Issuing Lender’s (or its parent'sparent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder or the transactions contemplated hereby to any Borrower to a level below that which such Lender or Issuing Lender (or its parentparent corporation) could have achieved but for such adoption, implementationeffectiveness, change or compliance (taking into consideration such Lender's ’s or Issuing Lender’s (or parent corporation’s) policies with respect to capital adequacy) by an amount reasonably deemed by ), then, upon notice from such Lender to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent)or Issuing Lender, the relevant Borrower shall pay to such Lender or Issuing Lender such additional amount or amounts (but without duplication of any amounts payable under Section 4.1(c)) as will compensate such Lender or Issuing Lender (or its parentparent corporation) for such reduction. A certificate of Each determination by any such Lender claiming compensation or Issuing Lender of amounts owing under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive 4.2 shall, absent manifest error, provided that be conclusive and binding on the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyparties hereto.

Capital Adequacy. If, after the Closing Date, any Lender shall have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitationof, any law, rule or regulation implementing the Basle Accord), or any change therein, to or any change in the interpretation or administration thereof of any Governmental Rule by any central bank Governmental Person exercising control over banks or other Governmental Authority charged with the interpretation financial institutions generally or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy court (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by any central bank Bank or other Governmental Authority any corporation controlling such Bank (including, without limitation, any guideline or other requirement implementing the Basle Accorda "Capital Adequacy Event"), has or would have and the effect result of reducing such Capital Adequacy Event is to reduce the rate of return on capital of such Lender's (Bank or its parent's) the capital of any corporation controlling such Bank as a consequence of its obligations hereunder or the transactions contemplated hereby thereof to a level below that which such Lender (or its parent) Bank could have achieved but for such adoption, implementation, change or compliance Capital Adequacy Event (taking into consideration such LenderBank's policies with respect to capital adequacy) by an amount reasonably deemed by which such Lender Bank deems to be material, then such Bank shall promptly deliver to the Borrower and the Agent a statement of the amount necessary to compensate such Bank for the reduction in the rate of return on its capital attributable to its Loans and the commitments under this Credit Agreement (the "Capital Compensation Amount"). Each Bank shall determine the Capital Compensation Amount in good faith, using reasonable attribution and averaging methods. Each Bank shall, from time to time, within ten Business Days after demand by such Lender (with a copy furnish to the Administrative Agent)Borrower and the Agent a certificate as to the amount so determined. Such certificate shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Such amount shall be due and payable by the Borrower shall pay to such Lender Bank ten (10) days after such additional amount or amounts notice is given. As soon as will compensate practicable after any Capital Adequacy Event, such Lender (or its parent) for such reduction. A certificate Bank shall submit to the Borrower and the Agent estimates of the Capital Compensation Amounts that would be payable as a function of such Lender claiming compensation Bank's commitments hereunder. The Borrower's obligations under this Section 4.6 and setting forth 2.7 shall survive the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions termination of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyCredit Agreement and repayment of the Bank Indebtedness.

Capital Adequacy. If, If after the Closing Datedate hereof, any Lender shall have determined that the adoption or implementation of any applicable law, rule rule, or regulation regarding capital adequacy (including, without limitation, any law, rule rule, or regulation implementing the Basle Accord), or any change therein, or any change in the interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such a Lender (or its parent) with any guideline, request request, or directive regarding capital adequacy (whether or not having the force of law) of any such central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would have the effect of reducing the rate of return on such Lender's (or its parent's) capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementation, change change, or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall agrees to pay to such Lender (or its parent) such additional amount or amounts as will compensate such Lender (or its parent) for such reduction. A Any such demand shall be accompanied by a certificate of such Lender claiming compensation under this Section 4.6 and setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive (absent manifest error), provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactively.

Capital Adequacy. If, after In the Closing Date, event that any Lender shall have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, change in any law, rule rule, regulation, treaty or regulation implementing the Basle Accord)directive, or any change therein, therein or any change in the interpretation or administration thereof by any court, central bank bank, governmental authority, agency or other instrumentality, or comparable agency (a "Governmental Authority Agency") charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) any Bank with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any central bank such Governmental Agency, reduces or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would shall have the effect of reducing the rate of return on any Buyer's capital or the capital of its parent corporation (by an amount such Lender's (or its parent'sBuyer deems material) capital as a consequence of its obligations hereunder or Individual Contract Purchase Commitment Amount and/or its undivided percentage ownership interest in the transactions contemplated hereby Buyers' Contracts to a level below that which such Lender (Buyer or its parent) parent corporation could have achieved but for such adoption, implementation, change or compliance (taking into consideration account such LenderBuyer's policies and the policies of its parent corporation with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material), then from time to timePDC shall, within ten Business Days 30 days after written notice and demand by from such Lender Buyer (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such Buyer additional amount or amounts as will sufficient to compensate such Lender (Buyer or its parent) parent corporation for such reduction. A certificate of Any determination by such Lender claiming compensation Buyer under this Section 4.6 and setting forth any certificate as to the additional amount or amounts of such reduction given to be paid to it hereunder PDC by such Buyer shall be final, conclusive and binding for all purposes, absent manifest error. Each Buyer will promptly notify PDC of any event of which such Buyer has knowledge, provided that occurring after the determination thereof is made on a reasonable basis. In determining date hereof, which will entitle such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything Buyer to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender compensation pursuant to this Section 4.6 Section. If a Buyer fails to give such notice within 45 days after it obtains knowledge of such an event, such Buyer shall, with respect to additional amounts relating compensation payable pursuant to any period of time which is more than 180 this Section, only be entitled to payment under this Section for costs incurred from and after the date 45 days prior to the date that such Lender's request for Buyer does give such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelynotice.

Capital Adequacy. If, after the Closing Datedate hereof, the Agent or any Lender shall have determined that either (a) the adoption or implementation of any applicable law, rule rule, regulation, or regulation guideline regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank bank, or other Governmental Authority comparable agency charged with with, the interpretation or administration thereof, or (b) compliance by the Agent or such Lender (or its parentany lending office of such Lender) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank bank, or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)comparable agency, has or would have the effect of reducing the rate of return on such Lender's (or its parent's) ’s capital as a consequence of its or Borrower’s obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementationchange, change or compliance (taking into consideration such Lender's ’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within ten Business Days fifteen (15) days after demand by such Lender (with a copy to the Administrative Agent)Lender, the Borrower shall pay to such Lender such additional amount or amounts as will adequately compensate such Lender (or its parent) for such reduction. Such Lender or the Agent will promptly notify Borrower of any event of which it has actual knowledge, occurring after the date thereof, which will entitle such Lender to compensation pursuant to this Section 2.17. A certificate of such Lender claiming compensation under this Section 4.6 2.17 and setting forth the additional amount or amounts to be paid to it hereunder hereunder, together with the description of the manner in which such amounts have been calculated, shall be conclusive absent in the absence of manifest error, provided that the determination thereof is made on a reasonable basis. In determining such amount or amountsamount, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactively.

Capital Adequacy. IfIf any Change in Directives shall impose, after the Closing Date, modify or deem applicable any Lender shall have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy or similar requirement (includingincluding without limitation a request or requirement which affects the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, without limitationincluding its obligations hereunder) and as a result thereof, any law, rule or regulation implementing the Basle Accord), or any change therein, or any change in the interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereofsole opinion of such Bank, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would have the effect of reducing the rate of return on such Lender's (or its parent's) Bank’s capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or the transactions contemplated hereby will be reduced to a level below that which such Lender (or its parent) Bank could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be materialcircumstances, then from time upon notice to timeBorrower through Agent, within ten Business Days after demand by such Lender Borrower shall, subject to clause (with a copy to the Administrative Agent)c) of this Section 2.7, the Borrower shall pay to such Lender Bank such additional amount or amounts as will shall compensate such Lender (or its parent) Bank for such reductionreduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank’s Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate of as to any such Lender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts submitted by a Bank, through Agent, to be paid Borrower and the other Banks shall certify that similar demands have been made to it hereunder shall be conclusive absent other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, provided that the determination thereof is made on a reasonable basisbe final and conclusive. In determining such amount or amountsamount, such Lender a Bank may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactively.

Capital Adequacy. If, after the Closing Datedate hereof, any Lender (or any Affiliate of any Lender) shall have reasonably determined that the adoption or implementation of any applicable lawApplicable Law, rule governmental rule, regulation or regulation order regarding the capital adequacy (including, without limitation, any law, rule of banks or regulation implementing the Basle Accord)bank holding companies, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such any Lender (or its parentany Affiliate of any Lender) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)comparable agency, has or would have the effect of reducing the rate of return on such Lender's the capital of Lender (or its parent'sany Affiliate of Lender) capital as a consequence of its any of such Lender's obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) it could have achieved but for such adoption, implementation, change or compliance (taking into consideration such the policies of any Lender (or Affiliate of any Lender's policies ) with respect to capital adequacy) by an amount reasonably deemed by adequacy immediately before such Lender to be materialadoption, then from time to time, within ten Business Days after demand by such Lender (with a copy to change or compliance and assuming that the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate capital of such Lender (or its parent) for such reduction. A certificate Affiliate of such Lender claiming compensation under this Section 4.6 and setting forth the Lender) was fully utilized prior to such adoption, change or compliance), then, upon demand by such Lender, Borrower shall immediately pay to such lender such additional amount or amounts to be paid to it hereunder as shall be conclusive absent manifest errorsufficient to compensate such lender for any such reduction actually suffered; provided, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower there shall not be required to make any payment no duplication of additional amounts paid to any Lender pursuant to this sentence and Section 4.6 with respect 14.1. Such Lender's determination of the amount to additional amounts relating to any period of time which is more than 180 days prior be paid to such Lender's request for such additional amountslender by Borrower as a result of any event referred to in this Section 14.2 shall, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyabsent manifest error, be deemed final, binding and conclusive upon Borrower.

Capital Adequacy. If, after the Closing Date, If any Lender shall have determined that the adoption or implementation after the Effective Date of any applicable law, rule rule, regulation or regulation treaty regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)adequacy, or any change thereintherein after the Effective Date, or any change in the interpretation or administration thereof after the Effective Date by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such any Lender (or its parent) with any guideline, request or directive after the Effective Date regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), comparable agency has or would have the effect of reducing the rate of return on such Lender's (or its parent's) capital as a consequence of its obligations hereunder hereunder, under the Notes or the transactions contemplated hereby other Obligations held by it to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within ten Business Days upon satisfaction of the conditions precedent set forth in this Section, after demand by such Lender (with a copy to the Administrative Agent)) as provided below, the Borrower shall pay (subject to SECTION 11.7 hereof) to such Lender such additional amount or amounts as will compensate such Lender (or its parent) for such reduction. A The certificate of such any Lender claiming compensation under this Section 4.6 and setting forth the additional such amount or amounts to be paid to it hereunder as shall be conclusive absent manifest error, provided that necessary to compensate it and the determination basis thereof is made and reasons therefor shall be delivered as soon as practicable to Borrower and shall create a rebuttable presumption as to the accuracy thereof. Borrower shall pay the amount shown as due on a reasonable basisany such certificate within five (5) Business Days after the delivery of such certificate. In determining preparing such amount or amountscertificate, a Lender may employ such Lender assumptions and allocations of costs and expenses as it shall in good xxxxx xxxx reasonable and may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelymethod.

Capital Adequacy. If, after the Closing Date, If at any time any Lender shall have determined or Tranche B Investor determines that (a) the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change thereinintroduction of, or any change in or in the interpretation of, any law, treaty or administration thereof by governmental rule, regulation or order after the date of this Agreement regarding capital adequacy, (b) compliance with any such law, treaty, rule, regulation or order or (c) compliance with any guideline or request or directive from any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would shall have the effect of reducing the rate of return on such Lender's or Tranche B Investor's (or its parentany corporation controlling such Lender's or Tranche B Investor's) capital as a consequence of its obligations hereunder hereunder, under the Tranche B CDs or the transactions contemplated hereby under or in respect of any Letter of Credit to a level below that which such Lender (Lender, Tranche B Investor or its parent) corporation could have achieved but for such adoption, implementationchange, change compliance or compliance (taking into consideration such Lender's policies with respect interpretation, then, upon demand from time to capital adequacy) by an amount reasonably deemed time by such Lender to be materialor, then from time to timethrough the Fronting Lender, within ten Business Days after demand by such Lender Tranche B Investor (with a copy of such demand to the Administrative AgentAgent and, in the case of a Tranche B Investor, the Fronting Lender), the Borrower shall pay to the Administrative Agent for the account of such Lender or, in the case of a Tranche B Investor, the Fronting Lender, from time to time as specified by such Lender or Tranche B Investor, additional amount or amounts as will sufficient to compensate such Lender (or its parent) Tranche B Investor for such reduction. A certificate of as to such amounts setting forth in reasonable detail the basis for such demand and a calculation for such amount, shall be submitted to the Borrower and the Administrative Agent by such Lender claiming compensation under this Section 4.6 or Tranche B Investor and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes absent manifest error, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactively.

Capital Adequacy. If, If after the Closing Date, Effective Date any Lender shall have determined or the Administrative Agent determines that the adoption of or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, change in any law, rule or regulation implementing the Basle Accord)governmental rule, or any change thereinregulation, or any change in the interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereofpolicy, or compliance by such Lender (or its parent) with any guideline, request guideline or directive regarding capital adequacy (whether or not having the force of law) of regarding capital requirements for banks or bank holding companies or any central bank change in the interpretation or other application thereof by a Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), with appropriate jurisdiction has or would have the effect of reducing the rate of return on such Lender's (or its parent's) capital as a consequence of its obligations hereunder ’s or the transactions contemplated hereby Administrative Agent’s commitment with respect to any Loans to a level below that which such Lender (or its parent) the Administrative Agent could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender's ’s or the Administrative Agent’s then existing policies with respect to capital adequacyadequacy and assuming full utilization of such entity’s capital) by an any amount reasonably deemed by such Lender or (as the case may be) the Administrative Agent to be material, then from time such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate or the Eurocurrency Rate, then the Borrower agrees to time, within ten Business Days after demand pay such Lender or (as the case may be) the Administrative Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or (with a copy to as the case may be) the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) for such reduction. A Agent of a certificate of such Lender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest errorin accordance with §3.9 hereof, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts liable to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is or the Administrative Agent for costs incurred more than 180 sixty (60) days prior to receipt by the Borrower of the notice referred to in the immediately preceding sentence from such Lender's request for Lender or (as the case may be) the Administrative Agent. Each Lender shall allocate such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelycost increases among its customers in good faith and on an equitable basis.

Capital Adequacy. If, after the Closing Date, any Lender shall have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change therein, or any change in the interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would have the effect of reducing the rate of return on such Lender's (or its parent's) capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent), the Borrower Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) for such reduction. A certificate of such Lender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactively.

Capital Adequacy. If, after the Closing Date, If any Lender Bank shall have determined that the adoption after the date hereof or implementation effectiveness after the date hereof (whether or not previously announced) of any applicable law, rule rule, regulation or regulation treaty regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)adequacy, or any change thereintherein after the date hereof, or any change in the interpretation or administration thereof after the date hereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender any Bank (or its parentApplicable Lending Office) with any guideline, request or directive after the date hereof regarding capital adequacy (whether or not having the force of law) of any central bank or other such Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would have the effect of reducing the rate of return on such LenderBank's (or its parent's) capital as a consequence of its such Bank's obligations hereunder or hereunder, under the transactions contemplated hereby Loans made by it, under the Bankers' Acceptances accepted and purchased by it, under the Letters of Credit and under the Notes held by it to a level below that which such Lender (or its parent) Bank could have achieved but for such adoption, implementation, change or compliance (taking into consideration such LenderBank's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender Bank to be material, then from time to time, within ten Business Days after upon satisfaction of the conditions precedent set forth in this Section 6.7, upon demand by such Lender Bank (with a copy to the Administrative Agent and the Paying Agent), the Borrower Company (subject to Section 13.6 hereof) shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender (or its parent) Bank for such reduction. A certificate of as to such Lender claiming compensation under this Section 4.6 amounts, submitted to the Company and the Administrative Agent and the Paying Agent by such Bank, setting forth the additional amount or amounts to be paid to it hereunder basis for such Bank's determination of such amounts, shall constitute a demand therefor and shall be conclusive and binding for all purposes, absent manifest error. The Company shall pay the amount shown as due on any such certificate within four (4) Business Days after delivery of such certificate. Subject to Section 6.8, provided that the determination thereof is made on in preparing such certificate, a Bank may employ such assumptions and allocations of costs and expenses as it shall in good xxxxx xxxx reasonable basis. In determining such amount or amounts, such Lender and may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelymethod.

Capital Adequacy. IfIn the event that any Lender, after subsequent to the Closing Restatement Effective Date, determines in the exercise of its reasonable business judgment that (x) any Lender shall have determined that the adoption or implementation of any change in applicable law, rule rule, regulation or regulation guideline regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)adequacy, or any change therein, or (y) any change in the interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (z) compliance by such Lender (or its parent) with any guideline, new request or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline governmental or other requirement implementing the Basle Accord)regulatory authority, has or would have the effect of reducing the rate of return on such Lender's (or its parent's) ’s capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender's ’s policies with respect to capital adequacy) by an amount reasonably deemed material by such Lender in the exercise of its reasonable business judgment, the Borrowers agree to be materialpay to such Lender, then from time to time, within ten Business Days after no later than five (5) days following demand by such Lender (with a copy to the Administrative Agent)Lender, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) for such reduction. A certificate reduction in rate of such Lender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, provided that the determination thereof is made on a reasonable basisreturn. In determining such amount or amounts, such Lender may use any reasonable averaging and or attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower The protection of this Section 8.12 shall not be required to make any payment of additional amounts available to any Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition. A certificate of a Lender setting forth such amount or amounts as shall be necessary to compensate such Lender with respect to this Section 8.12 and the calculation thereof, when delivered to the Borrowers, shall constitute prima facie evidence of such amount or amounts. In the event a Lender exercises its rights pursuant to this Section 4.6 with respect 8.12, and subsequent thereto determines that the amounts paid by the Borrowers exceeded the amount which such Lender actually required to additional amounts relating compensate such Lender for any reduction in rate of return on its capital, such excess shall be returned to any period of time which is more than 180 days prior to the Borrowers by such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactively.

Capital Adequacy. If, after the Closing Date, (a) If at any time any Lender shall have determined determines that (a) the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change thereinof, or any change in or in the interpretation of, any law, treaty or administration thereof by governmental rule, regulation or order after the date of this Agreement regarding capital adequacy, (b) compliance with any such law, treaty, rule, regulation or order or (c) compliance with any guideline or request or directive from any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would shall have the effect of reducing the rate of return on such Lender's ’s (or its parent'sany corporation controlling such Lender’s) capital as a consequence of its obligations hereunder or the transactions contemplated hereby under or in respect of any Letter of Credit to a level below that which such Lender (or its parent) such corporation could have achieved but for such adoption, implementationchange, change compliance or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be materialinterpretation, then then, upon demand from time to time, within ten Business Days after demand time by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender Lender, from time to time as specified by such Lender, additional amount or amounts as will sufficient to compensate such Lender (or its parent) for such reduction. A certificate of as to such amounts submitted to the Borrower and the Administrative Agent by such Lender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes absent manifest error, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such . (b) Any Lender may use claiming any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender payable pursuant to this Section 4.6 2.14 shall use its reasonable efforts (consistent with respect its internal policies and Requirements of Law) to change the jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts relating to any period that would be payable or may thereafter accrue and would not, in the sole determination of time which is more than 180 days prior such Lender, be otherwise disadvantageous to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactively.

Capital Adequacy. If, after the Closing Date, If any Lender shall have has reasonably determined that the adoption or implementation of the becoming effective after the date hereof of, or any change in, or any change after the date hereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change therein, or any change in the interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereofadequacy, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)comparable agency, has or would have the effect of reducing the rate of return on such Lender's (or its parent'sincluding, for purposes hereof, the parent company of such Lender) capital or assets as a consequence of its commitments or obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementationeffectiveness, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by ), then, upon notice from such Lender to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent)Borrower, the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) for such reduction. A certificate of Each determination by any such Lender claiming compensation of amounts owing under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive shall, absent manifest error, provided that be conclusive and binding on the determination thereof is made on a reasonable basisparties hereto. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, If the Borrower shall not be or any Crescent Guarantor is required to make any payment pay additional amount to or for the account of additional amounts to any Lender pursuant to this Section 4.6 with respect 3.6, then such Lender will agree to use reasonable efforts to change the jurisdiction of its Applicable Lending Office so as to eliminate or reduce any such additional amounts relating to any period payment which may thereafter accrue if such change, in the judgment of time which such Lender, is more than 180 days prior not otherwise disadvantageous to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactively.

Capital Adequacy. If, after the Closing Date, any Lender shall have determined that (a) If the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) any Participant with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or other Governmental Authority (includingcomparable agency, without limitation, any guideline or other requirement implementing in each case made subsequent to the Basle Accord), Documentation Date has or would will have the effect of reducing the rate of return on such Lenderany Participant's (or its parent's) parent company's capital by an amount such Participant deems to be material, as a consequence of its commitments or obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (Participant or its parent) parent company could have achieved but for such adoption, implementationeffectiveness, change or compliance (taking into consideration such LenderParticipant's or its parent company's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent), then, upon notice from such Participant, the Borrower Representative shall pay to such Lender Participant such additional amount or amounts as will compensate such Lender (or Participant and its parent) parent company for such reductionreduction (it being understood that such parent company shall not be reimbursed to the extent its subsidiary Participant is reimbursed by the Representative in connection with the same or a similar law, rule, regulation, change, request or directive applicable to such Participant). A certificate All payments required by this Section 13.11 shall be made by the Representative within 10 Business Days after demand by the affected Participant. The Representative shall not be obligated to reimburse any Participant for any reduced return incurred more than 120 days after the date that such Participant receives actual notice of such Lender claiming compensation under reduced return unless such Participant gives notice thereof to the Representative in accordance with this Section 4.6 13.11 during such 120 day period. If any Participant becomes entitled to claim any additional amounts pursuant to this clause, it shall provide prompt notice thereof to the Representative, through the Administrative Agent and/or the Agent Lessor, certifying (x) that one of the events described in this clause (a) has occurred and setting forth describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, provided that demanded by such Participant and a reasonably detailed explanation of the determination calculation thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to (including the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactively.method

Capital Adequacy. If, after the Closing Date, If any Lender shall have determined determine that the adoption or implementation of any applicable law, rule rule, regulation or regulation treaty regarding capital adequacy (including, without limitation, any law, rule or regulation implementing after the Basle Accord)date hereof, or any change thereintherein after the date hereof, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such any Lender (or its parentApplicable Lending Office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender's Lender or any Person controlling such Lender (or its parent'sa “Parent”) capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parentParent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender's its policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within ten Business Days 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower Company shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) for such reduction. A certificate statement of such any Lender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, ; provided that the determination thereof is made on a reasonable basis; and provided further that the Company shall not be obligated to compensate such Lender for any such reduction occurring more than 180 days prior to the time such Lender first notifies the Company of such adoption, implementation, change or compliance. In determining such amount or amountsamount, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactively.

Capital Adequacy. If, after the Closing Date, any Lender shall have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital 41 adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change therein, or any change in the interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would have the effect of reducing the rate of return on such Lender's (or its parent's) capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) for such reduction. A certificate of such Lender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactively.

Capital Adequacy. If, after the Closing Date, any Lender shall have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change therein, or any change in the interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would have the effect of reducing the rate of return on such Lender's ’s (or its parent's’s) capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender's ’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent), the Borrower SOURCECORP shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) for such reduction. A certificate of such Lender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactively.

Capital Adequacy. If, If after the Closing Agreement Date, (a) the ---------------- introduction of or any Lender shall have determined that change in or in the adoption or implementation interpretation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)or (b) compliance by a Lender with any law, rule or regulation or any change therein, guideline or any change in the interpretation or administration thereof by request from any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy governmental authority (whether or not having the force of law) of any central bank adopted or other Governmental Authority (including, without limitation, any guideline or other requirement implementing promulgated after the Basle Accord), has Agreement Date affects or would have affect the effect amount of reducing capital required or expected to be maintained by a Lender or any corporation controlling such Lender, and such Lender determines that the rate amount of return on such capital is increased by or based upon the existence of such Lender's (commitment or its parent's) capital as a consequence Advances hereunder and other commitments or advances of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoptionof this type, implementation, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to timethen, within ten Business Days 30 days after demand by such Lender (with a copy Lender, subject to the Administrative Agent)Section 11.9, the Borrower shall ------------ immediately pay to such Lender Lender, from time to time as specified by such Lender, additional amount or amounts as will sufficient to compensate such Lender (or its parent) for with respect to such reductioncircumstances, to the extent that such Lender reasonably determines in good faith such increase in capital to be allocable to the existence of such Lender's Commitments hereunder. A certificate of such as to any additional amounts payable to any Lender claiming compensation under this Section 4.6 9.5 submitted to the Borrower by such Lender shall ----------- certify that such amounts were actually incurred by such Lender or corporation controlling such Lender and setting forth shall show in reasonable detail an accounting of the additional amount or amounts payable and the calculations used to be paid to it hereunder determine in good faith such amount and shall be conclusive absent manifest or demonstrable error, provided that the determination thereof is made on a reasonable basis. In determining such amount amount, such Lender or amounts, a corporation controlling such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained hereinforegoing, nothing in this Section 9.5 shall provide the Borrower shall not be required or any Subsidiary of the ----------- Borrower the right to make any payment inspect the records, files or books of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to or any period of time which is more than 180 days prior to corporation controlling such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactively.

Capital Adequacy. If, after the Closing Date, If any Lender shall have determined or Issuing Lender determines that the adoption or implementation effectiveness, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)liquidity, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender (or its parentparent corporation) with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)comparable agency, has or would have the effect of reducing the rate of return on such Lender's ’s or Issuing Lender’s (or its parent'sparent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder or to the transactions contemplated hereby Borrower to a level below that which such Lender or Issuing Lender (or its parentparent corporation) could have achieved but for such adoption, implementationeffectiveness, change or compliance (taking into consideration such Lender's ’s or Issuing Lender’s (or parent corporation’s) policies with respect to capital adequacy) by an amount reasonably deemed by adequacy or liquidity), then, upon notice from such Lender to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent)or Issuing Lender, the Borrower shall pay to such Lender or Issuing Lender such additional amount or amounts (but without duplication of any amounts payable under Section 4.1(c)) as will compensate such Lender or Issuing Lender (or its parentparent corporation) for such reduction. A certificate of Each determination by any such Lender claiming compensation or Issuing Lender of amounts owing under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive 4.2 shall, absent manifest error, provided that be conclusive and binding on the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyparties hereto.

Capital Adequacy. If, after the Closing Date, If at any time any Lender shall have determined determines that (a) the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change thereinof, or any change in or in the interpretation of, any law, treaty or administration thereof by governmental rule, regulation or order after the date of this Agreement regarding capital adequacy, (b) compliance with any such law, treaty, rule, regulation or order or (c) compliance with any guideline or request or directive from any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would shall have the effect of reducing the rate of return on such Lender's (or its parentany corporation controlling such Lender's) capital as a consequence of its obligations hereunder or the transactions contemplated hereby under or in respect of any Letter of Credit to a level below that which such Lender (or its parent) such corporation could have achieved but for such adoption, implementationchange, change compliance or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be materialinterpretation, then then, upon demand from time to time, within ten Business Days after demand time by such Lender (with a copy of such demand to the Administrative Agent), the Borrower or Co-Borrower, as applicable, shall pay to the Administrative Agent for the account of such Lender Lender, from time to time as specified by such Lender, additional amount or amounts as will sufficient to compensate such Lender (or its parent) for such reduction. A certificate of as to such amounts submitted to Borrower or Co-Borrower, as applicable, and the Administrative Agent by such Lender claiming compensation under this Section 4.6 shall be reasonably detailed and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes absent manifest error; PROVIDED, provided HOWEVER, that notwithstanding the determination thereof is made on a reasonable basis. In determining such amount or amountsforegoing, such Lender may use any reasonable averaging Borrower and attribution methods. Notwithstanding anything to the contrary contained herein, the Co-Borrower shall not be required to make any payment of additional amounts to compensate any Lender pursuant to this Section 4.6 with respect to additional amounts relating to for any period of time which is such amount incurred more than 180 days prior to the delivery of such Lender's request for certificate (such additional amountsperiod to be extended in the case of a reduction caused by any event described in clause (a), provided that (b) or (c) above and having retroactive effect to include the foregoing provisions period of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelysuch retroactive effect).

Capital Adequacy. IfIf any Change in Directives shall impose, after the Closing Date, modify or deem applicable any Lender shall have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy or similar requirement (includingincluding without limitation a request or requirement which affects the manner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, without limitationincluding its obligations hereunder) and as a result thereof, any law, rule or regulation implementing the Basle Accord), or any change therein, or any change in the interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereofsole opinion of such Bank, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would have the effect of reducing the rate of return on such LenderBank's (or its parent's) capital as a consequence of its obligations hereunder (including with respect to L/Cs) is or the transactions contemplated hereby will be reduced to a level below that which such Lender (or its parent) Bank could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be materialcircumstances, then from time upon notice to timeBorrower through Agent, within ten Business Days after demand by such Lender Borrower shall, subject to clause (with a copy to the Administrative Agent)c) of this Section 2.7, the Borrower shall pay to such Lender Bank such additional amount or amounts as will shall compensate such Lender (or its parent) Bank for such reductionreduction in rate of return for (i) any Loans that are outstanding under any Interest Period commencing after such Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period, or L/Cs that are outstanding, after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any portion of the affected Bank's Commitment outstanding with respect to the period after the end of the calendar month in which such Change in Directives becomes effective. If a Bank determines that it may be entitled to claim any additional amounts pursuant to this Section 2.7(b) during the next succeeding Interest Period or month, as the case may be, it shall promptly notify, through Agent, Borrower and each other Bank of the event by reason of which it has become so entitled. A certificate of as to any such Lender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts submitted by a Bank, through Agent, to be paid Borrower and the other Banks shall certify that similar demands have been made to it hereunder shall be conclusive absent other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, in the absence of manifest error, provided that the determination thereof is made on a reasonable basisbe final and conclusive. In determining such amount or amountsamount, such Lender a Bank may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactively.

Capital Adequacy. If, after the Closing Date, Agrees that if any Lender shall have determined that the adoption after the Effective Date or implementation effectiveness after the Effective Date (whether or not previously announced) of any applicable law, rule rule, regulation or regulation treaty regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)adequacy, or any change thereintherein after the Effective Date, or any change in the interpretation or administration thereof after the Effective Date by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such any Lender (or its parent) with any guideline, request or directive after the Effective Date regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), comparable agency has or would have the effect of reducing the rate of return on such Lender's (or its parent's) capital as a consequence of its obligations hereunder hereunder, under the Letters of Credit, the Notes or the transactions contemplated hereby other Obligations held by it to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within ten Business Days after upon satisfaction of the conditions precedent set forth in this SECTION 7.9, upon demand by such Lender (with a copy to the Administrative Agent), the Borrower (subject to SECTION 11.7) shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) for such reduction. A The certificate of such any Lender claiming compensation under this Section 4.6 and setting forth the additional such amount or amounts as shall be necessary to compensate it and the basis thereof shall be paid delivered as soon as practicable to it hereunder the Borrower and shall be conclusive and binding, absent manifest error, provided that . The Borrower shall pay the determination thereof is made amount shown as due on a reasonable basisany such certificate within ten (10) Business Days after the delivery of such certificate. In determining preparing such amount or amountscertificate, a Lender may employ such Lender assumptions and allocations of costs and expenses as it shall in good faith deem reasonable and may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyattrixxxxxx xxxhod.

Capital Adequacy. IfIf any Lender has determined, after the Closing Datedate hereof, any Lender shall have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)becoming effective of, or any change thereinin, or any change in the interpretation or administration thereof by any Governmental Authority, central bank bank, or other Governmental Authority comparable agency charged with the interpretation or administration thereofthereof in the interpretation or administration of, any applicable law, rule, or regulation regarding capital adequacy, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank bank, or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)comparable agency, has or would have the effect of increasing such Lender's cost of maintaining its Commitment or making or maintaining any Loans or reducing the rate of return on such Lender's (capital or its parent's) capital assets as a consequence of its commitments or obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementationeffectiveness, change change, or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by ), then, upon notice from such Lender to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent)Borrower, the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) for such reductionincreased cost or reduction in amount received. A Each determination by any such Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the parties hereto. The relevant Lender will, upon request, provide a certificate in reasonable detail as to the amount of such Lender claiming increased cost or reduction in amount received and method of calculation. Upon any Lender's making a claim for compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error3.08, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, (i) such Lender may shall use commercially reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its Lending Office or assign its rights and obligations hereunder to another of its offices, branches or affiliates so as to eliminate or reduce any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, such additional payment by the Borrower shall which may thereafter accrue, if such change is not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior otherwise disadvantageous to such Lender's request for , and (ii) the Borrower may replace such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyLender in accordance with Section 3.11.

Capital Adequacy. IfWithout limiting any other provision of this Agreement, after in the Closing Date, event that any Lender shall have determined that the adoption or implementation of any applicable law, rule treaty, governmental (or regulation quasi-governmental) rule, regulation, guideline or order regarding capital adequacy (including, without limitation, any law, rule not currently in effect or regulation implementing fully applicable as of the Basle Accord)Closing Date, or any change therein, therein or any change in the interpretation or administration application thereof by any central bank or other Governmental Authority charged with after the interpretation or administration thereofClosing Date, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy not currently in effect or fully applicable as of the Closing Date (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) of any from a central bank or other Governmental Authority (includinggovernmental authority or body having jurisdiction, without limitation, any guideline does or other requirement implementing the Basle Accord), has or would shall have the effect of reducing the rate of return on such Lender's (or its parent's) capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoptionlaw, implementationtreaty, rule, regulation, guideline or order, or such change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within ten (10) Business Days after written notice and demand by such Lender (with a copy copies thereof to the Administrative Agent), the ) Borrower shall from time to time pay to such Lender such additional amount or amounts as will sufficient compensate such Lender (or its parent) for such reduction. A certificate reduction (but, in the case of outstanding Base Rate Advances without duplication of any amounts already recovered by such Lender claiming compensation by reason of an adjustment in the applicable Base Rate). Each certificate as to the amount payable under this Section 4.6 and setting (which certificate shall set forth the additional amount or basis for requesting such amounts in reasonable detail), submitted to be paid to it hereunder shall be conclusive Borrower by any Lender in good faith, shall, absent manifest error, provided that the determination thereof is made on a reasonable basis. In determining such amount or amountsbe final, such Lender may use any reasonable averaging conclusive and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request binding for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyall purposes.

Capital Adequacy. If, after the Closing Date, If any Lender shall have determined that a Regulatory Change resulting in the adoption after the Effective Date or implementation effectiveness after the Effective Date (whether or not previously announced) of any applicable law, rule rule, regulation or regulation treaty regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)adequacy, or any change thereintherein after the Effective Date, or any change in the interpretation or administration thereof after the Effective Date by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such any Lender (or its parentApplicable Lending Office) with any guideline, request or directive after the Effective Date regarding capital adequacy (whether or not having the force of law) of any central bank or other such Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would have the effect of reducing the rate of return on such Lender's (or its parent's) capital as a consequence of its such Lender's obligations hereunder or hereunder, under the transactions contemplated hereby Loans made by it and under the Letters of Credit to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within ten Business Days after upon satisfaction of the conditions precedent set forth in this Section 6.7, upon demand by such Lender (with a copy to the Administrative Agent), the Borrower Company (subject to Section 13.6 hereof) shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) for such reduction. A certificate of as to such Lender claiming compensation under this Section 4.6 amounts, submitted to the Company and Administrative Agent by such Lender, setting forth the additional amount or amounts to be paid to it hereunder basis for such Lender's determination of such amounts, shall constitute a demand therefor and shall be conclusive and binding for all purposes, absent manifest error. The Company shall pay the amount shown as due on any such certificate within four (4) Business Days after delivery of such certificate. Subject to Section 6.8, provided that the determination thereof is made on in preparing such certificate, a Lender may employ such assumptions and allocations of costs and expenses as it shall in good faith deem reasonable basis. In determining such amount or amounts, such Lender and may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyattribxxxxx xxxxod.

Capital Adequacy. If, after the Closing Date, Agrees that if any Lender shall have determined that the adoption after the Effective Date or implementation effectiveness after the Effective Date (whether or not previously announced) of any applicable law, rule rule, regulation or regulation treaty regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)adequacy, or any change thereintherein after the Effective Date, or any change in the interpretation or administration thereof after the Effective Date by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such any Lender (or its parent) with any guideline, request or directive after the Effective Date regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), comparable agency has or would have the effect of reducing the rate of return on such Lender's (or its parent's) capital as a consequence of its obligations hereunder hereunder, under the Notes or the transactions contemplated hereby other Obligations held by it to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within ten Business Days after upon satisfaction of the conditions precedent set forth in this Section 7.10, upon demand by such Lender (with a copy to the Administrative Agent), the Borrower (subject to Section 11.7 hereof) shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) for such reduction. A The certificate of such any Lender claiming compensation under this Section 4.6 and setting forth the additional such amount or amounts as shall be necessary to compensate it and the basis thereof shall be paid delivered as soon as practicable to it hereunder the Borrower and shall be conclusive and binding, absent manifest error, . The Borrower shall pay the amount shown as due on any such certificate within fifteen (15) days after the delivery of such certificate; provided that the determination thereof is made on Borrower shall not be obligated to compensate any Lender for any such amounts which relate to a reasonable basisperiod more than seventy-five (75) days prior to such request for payment. In determining preparing such amount or amountscertificate, a Lender may employ such Lender assumptions and allocations of costs and expenses as it shall in good xxxxx xxxx reasonable and may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelymethod.

Capital Adequacy. If, after the Closing Datedate of this Agreement, any Lender shall ---------------- have determined in good faith that the adoption or implementation of any applicable law, rule rule, regulation or regulation guideline regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental or regulatory authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)comparable agency, has or would will have the effect of reducing the rate of return on such Lender's (or its parent's) capital as a consequence in respect of its obligations hereunder or the transactions contemplated hereby under this Agreement to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material), then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent), the Borrower time Borrowers shall jointly and severally pay to such Lender upon demand such additional amount or amounts as will compensate such Lender (or its parent) for such reduction. A certificate All determinations made in good faith by Lender of such Lender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts required to be paid to it hereunder compensate Lender in respect of the foregoing shall be conclusive absent in the absence of manifest error, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to In the contrary contained herein, the Borrower event Lender shall not be required to make at any time demand any payment of additional amounts to any Lender pursuant to under this Section 4.6 with respect 2.17, Borrowers may, at their option, within ninety (90) days of any such demand for payment hereunder from Lender, repay in full all of Borrowers' Obligations (including any amounts then due under this Section 2.17 or Section 2.12) but without obligation to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that pay the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyearly termination fee required under Section 2.08(d).

Capital Adequacy. If, after the Closing Date, If any Lender shall have has reasonably determined that the adoption or implementation of the becoming effective after the date hereof of, or any change in, or any change after the date hereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change therein, or any change in the interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereofadequacy, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)comparable agency, has or would have the effect of reducing the rate of return on such Lender's (or its parent'sincluding, for purposes hereof, the parent company of such Lender) capital or assets as a consequence of its commitments or obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementationeffectiveness, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by ), then, upon notice from such Lender to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent)Borrower, the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) for such reduction. A certificate of Each determination by any such Lender claiming compensation of amounts owing under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive shall, absent manifest error, provided that be conclusive and binding on the determination thereof parties hereto. If any Credit Party is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment pay additional amount to or for the account of additional amounts to any Lender pursuant to this Section 4.6 with respect 3.6, then such Lender will agree to use reasonable efforts to change the jurisdiction of its Applicable Lending Office so as to eliminate or reduce any such additional amounts relating to any period payment which may thereafter accrue if such change, in the judgment of time which such Lender, is more than 180 days prior not otherwise disadvantageous to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactively.

Capital Adequacy. If, after the Closing Date, If any Lender shall have determined has determined, that the adoption or implementation of the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable law, rule or regulation regarding capital adequacy (includingadequacy, without limitation, any law, rule or regulation implementing in each case after the Basle Accord), or any change therein, or any change in the interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereofdate hereof, or compliance by such Lender (or its parent) any controlling corporation of such Lender with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)comparable agency, has or would have the effect of reducing the rate of return on such Lender's capital or assets (or its parent'sthat of any controlling corporation of such Lender) capital as a consequence of its commitments or obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) any controlling corporation of such lender could have achieved but for such adoption, implementationeffectiveness, change or compliance (taking into consideration such Lender's policies (or those of any controlling corporation of such Lender) with respect to capital 48 30 adequacy) by an amount reasonably deemed by ), then, upon five Business Days' notice from such Lender to be materialthe Borrower, then accompanied by a certificate from time to time, within ten Business Days after demand by such Lender (with a copy setting forth the additional amount or amounts to the Administrative Agent)be paid to it hereunder, the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) any such controlling corporation of such Lender for such reduction. A certificate of Each determination by any such Lender claiming compensation of amounts owing under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive shall, absent manifest error, provided that be conclusive and binding on the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyparties hereto.

Capital Adequacy. If, after the Closing Date, any Lender shall have determined that (a) If the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) any Participant with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or other Governmental Authority (includingcomparable agency, without limitation, any guideline or other requirement implementing in each case made subsequent to the Basle Accord), Documentation Date has or would will have the effect of reducing the rate of return on such Lenderany Participant's (or its parent's) capital parent company's capital, as a consequence of its commitments or obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (Participant or its parent) parent company could have achieved but for such adoption, implementationeffectiveness, change or compliance (taking into consideration such LenderParticipant's or its parent company's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent), then, upon notice from such Participant, the Borrower Lessee shall pay to such Lender Participant such additional amount or amounts as will compensate such Lender (or Participant and its parent) parent company for such reductionreduction (it being understood that such parent company shall not be reimbursed to the extent its subsidiary Participant is Xxx Research Corporation Participation Agreement reimbursed by the Lessee in connection with the same or a similar law, rule, regulation, change, request or directive applicable to such Participant). A certificate All payments required by this Section 13.11 shall be made by the Lessee within five (5) Business Days after demand by such Participant. The Lessee shall not be obligated to reimburse any Participant for any reduced return incurred more than one hundred eighty (180) days prior to the date that such Participant delivers notice to the Lessee of such Lender claiming compensation under reduced return unless such Participant gives notice thereof to the Lessee in accordance with this Section 4.6 13.11 during such one hundred eighty (180) day period. If any Participant becomes entitled to claim any additional amounts pursuant to this clause, it shall provide prompt written notice thereof to the Lessee, through the Administrative Agent, certifying (x) that one of the events described in this clause (a) has occurred and setting forth describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount or demanded by such Participant and a reasonably detailed explanation of the calculation thereof. Such a certificate as to any additional amounts payable pursuant to be paid this clause submitted by such Participant to it hereunder the Lessee shall be conclusive absent in the absence of manifest error, provided that . This covenant shall survive the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging termination of this Participation Agreement and attribution methods. Notwithstanding anything to the contrary contained herein, other Operative Documents and the Borrower shall not be required to make any payment of additional the Loans, Lessor Amounts and all other amounts payable hereunder and thereunder. (b) Each Participant shall use its commercially reasonable efforts to reduce or eliminate, any Lender claim for compensation pursuant to this Section 4.6 with respect 13.11, including, without limitation, a change in the office of such Participant at which its obligations related to additional amounts relating the Operative Documents are maintained if such change will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Participant, be otherwise disadvantageous to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyit.

Capital Adequacy. If, after the Closing Date, If at any time any Lender shall have determined determines that (a) the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change thereinintroduction of, or any change in or in the interpretation of, any law, treaty or administration thereof by governmental rule, regulation or order after the date of this Agreement regarding capital adequacy, (b) compliance with any such law, treaty, rule, regulation or order or (c) compliance with any guideline or request or directive from any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would shall have the effect of reducing the rate of return on such Lender's (or its parentany corporation controlling such Lender's) capital as a consequence of its obligations hereunder or the transactions contemplated hereby under or in respect of any Letter of Credit to a level below that which such Lender (or its parent) such corporation could have achieved but for such adoption, implementationchange, change compliance or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be materialinterpretation, then then, upon demand from time to time, within ten Business Days after demand time by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender Lender, from time to time as specified by such Lender, additional amount or amounts as will sufficient to compensate such Lender (or its parent) for such reduction. A certificate As promptly as practical, after the Lender obtains knowledge of such Lender claiming the facts that entitle it to compensation under this Section 4.6 and setting forth 2.15, but in any event within 180 days after Lender acquires such knowledge, Lender shall provide Borrower with a certificate which identifies the additional factual basis for this claim, the amount or amounts that Lender has reasonably determined will compensate hereunder, and the manner in which such amount or amounts have been calculated. A certificate as to be paid such amounts submitted to it hereunder the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes absent manifest error, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Any Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of claiming additional amounts to any Lender pursuant to compensation under this Section 4.6 2.15 shall use reasonable efforts (consistent with respect legal and regulatory restrictions) to reduce or eliminate any such additional amounts relating to any period compensation 48 which may thereafter accrue and which efforts would not, in the sole discretion of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelybe otherwise disadvantageous.

Capital Adequacy. If, after In the Closing Date, event that any Lender shall have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, change in any law, rule rule, regulation, treaty or regulation implementing the Basle Accord)directive, or any change therein, therein or any change in the interpretation or administration thereof by any court, central bank bank, governmental authority, agency or other instrumentality, or comparable agency (a “Governmental Authority Agency”) charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) any Bank with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any central bank such Governmental Agency, reduces or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would shall have the effect of reducing the rate of return on any Buyer’s capital or the capital of its parent corporation (by an amount such Lender's (or its parent'sBuyer deems material) capital as a consequence of its obligations hereunder or Individual Purchase Commitment Amount and/or its undivided percentage ownership interest in the transactions contemplated hereby Buyer Interests to a level below that which such Lender (Buyer or its parent) parent corporation could have achieved but for such adoption, implementation, change or compliance (taking into consideration account such Lender's Buyer’s policies and the policies of its parent corporation with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material), then from time to timeSeller shall, within ten Business Days 30 days after written notice and demand by from such Lender Buyer (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such Buyer additional amount or amounts as will sufficient to compensate such Lender (Buyer or its parent) parent corporation for such reduction. A certificate of Any determination by such Lender claiming compensation Buyer under this Section 4.6 and setting forth any certificate as to the additional amount or amounts of such reduction given to be paid to it hereunder Seller by such Buyer shall be final, conclusive and binding for all purposes, absent manifest error. Each Buyer will promptly notify Seller of any event of which such Buyer has knowledge, provided that occurring after the determination thereof is made on a reasonable basis. In determining date hereof, which will entitle such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything Buyer to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender compensation pursuant to this Section 4.6 Section. If a Buyer fails to give such notice within 45 days after it obtains knowledge of such an event, such Buyer shall, with respect to additional amounts relating compensation payable pursuant to any period of time which is more than 180 this Section, only be entitled to payment under this Section for costs incurred from and after the date 45 days prior to the date that such Lender's request for Buyer does give such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelynotice.

Capital Adequacy. If(a) If any Lender has determined, after the Closing Datedate hereof, any Lender shall have determined that the adoption or implementation of the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change therein, or any change in the interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereofadequacy, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)comparable agency, has or would have the effect of reducing the rate of return on such Lender's (capital or its parent's) capital assets as a consequence of its commitments or obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementationeffectiveness, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then then, upon notice from time to time, within ten Business Days after demand by such Lender (with a copy through the Agent to the Administrative Agent)Borrower setting forth in reasonable detail the change and the calculation of such reduced rate of return to the Borrower, the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) for such reduction. A certificate of Each determination by any such Lender claiming compensation of amounts owing under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall shall, absent demonstrable error, be conclusive absent manifest error, provided that and binding on the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the parties hereto. (b) The Borrower shall not be required to make any payment of additional amounts to any compensate a Lender pursuant to this Section 4.6 with respect to 3.6 for any additional amounts relating to any period of time which is incurred more than 180 days prior to the date that such Lender notifies the Borrower of the change of law giving rise to such additional amounts and of such Lender's request for intention to claim compensation therefor; provided that, if the change of law giving rise to such additional amountsamounts is retroactive, provided that then such 180-day period referred to above shall be extended to include the foregoing provisions period of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes retroactive effect retroactivelythereof.

Capital Adequacy. If, after the Closing Date, If any Lender Bank shall have determined that a Regulatory Change resulting in the adoption after the date hereof or implementation effectiveness after the date hereof (whether or not previously announced) of any applicable law, rule rule, regulation or regulation treaty regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)adequacy, or any change thereintherein after the date hereof, or any change in the interpretation or administration thereof after the date hereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender any Bank (or its parentApplicable Lending Office) with any guideline, request or directive after the date hereof regarding capital adequacy (whether or not having the force of law) of any central bank or other such Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would have the effect of reducing the rate of return on such LenderBank's (or its parent's) capital as a consequence of its such Bank's obligations hereunder or hereunder, under the transactions contemplated hereby Loans made by it, under the Bankers' Acceptances accepted and purchased by it, under the Letters of Credit and under the Notes held by it to a level below that which such Lender (or its parent) Bank could have achieved but for such adoption, implementation, change or compliance (taking into consideration such LenderBank's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender Bank to be material, then from time to time, within ten Business Days after upon satisfaction of the conditions precedent set forth in this Section 6.7, upon demand by such Lender Bank (with a copy to the Administrative Agent and the Paying Agent), the Borrower Company (subject to Section 13.6 hereof) shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender (or its parent) Bank for such reduction. A certificate of as to such Lender claiming compensation under this Section 4.6 amounts, submitted to the Company and the Administrative Agent and the Paying Agent by such Bank, setting forth the additional amount or amounts to be paid to it hereunder basis for such Bank's determination of such amounts, shall constitute a demand therefor and shall be conclusive and binding for all purposes, absent manifest error. The Company shall pay the amount shown as due on any such certificate within four (4) Business Days after delivery of such certificate. Subject to Section 6.8, provided that the determination thereof is made on in preparing such certificate, a Bank may employ such assumptions and allocations of costs and expenses as it shall in good faith deem reasonable basis. In determining such amount or amounts, such Lender and may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyaxxxxxxxxxx method.

Capital Adequacy. If, If after the Closing Datedate hereof, any Lender shall have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such a Lender (or its parent) parent with any guideline, request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)comparable agency, has or would have the effect of reducing the rate of return on such Lender's (’s or its parent's) ’s capital or assets as a consequence of its such Lender’s commitments or obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) parent could have achieved but for such adoption, implementationeffectiveness, change or compliance (taking into consideration such Lender's ’s or its parent’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material), then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent)upon demand, the Borrower Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) parent for such reduction. A certificate of such Lender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest errorSuch Lender, provided upon determining in good faith that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender will be payable pursuant to this Section 4.6 with respect 2.14, will give prompt written notice thereof to additional amounts relating to any period the Borrowers, which notice shall set forth in reasonable detail the basis of time which is more than 180 days prior to such Lender's request for the calculation of such additional amounts, provided that although the foregoing provisions of this sentence failure to give any such notice shall not apply release or diminish any of the obligations of the Borrower to pay additional amounts attributable pursuant to any Regulatory Change which takes effect retroactivelythis Section 2.14 upon receipt of such notice.

Capital Adequacy. If, (a) If after the Closing Datedate of this Agreement, the Agent or any Lender shall have determined that the adoption or implementation effectiveness of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)of general applicability, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such the Agent or any Lender (or its parent) with any guideline, request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such Governmental Authority, central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)comparable agency, has or would have the effect of reducing the rate of return on such the Agent's or any Lender's (or its parent's) capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which the Agent or such Lender (or its parent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration the Agent's or such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by the Agent or such Lender to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to the Agent or such Lender such additional amount or amounts as will compensate the Agent or such Lender (or its parent) for such reduction. . (b) A certificate of the Agent or such Lender claiming compensation under this Section 4.6 and setting forth the additional such amount or amounts to be paid to it hereunder as shall be conclusive absent manifest errornecessary to compensate the Agent or such Lender as specified in Section 5.14(a) hereof and making reference to the applicable law, provided that rule or regulation shall be delivered as soon as practicable to the determination thereof is made Borrower and shall be prima facie evidence thereof. The Borrower shall pay the Agent or such Lender the amount shown as due on a reasonable basisany such certificate within fourteen (14) Business Days after the Agent or such Lender delivers such certificate. In determining preparing such amount certificate, the Agent or amounts, such Lender may employ such assumptions and allocations of costs and expenses as it shall in good fxxxx xxxx reasonable and may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelymethod.

Capital Adequacy. IfWithout limiting any other provision of this Agreement, after in the Closing Date, event that any Lender shall have determined that the adoption or implementation of any applicable law, rule treaty, governmental (or regulation quasi-governmental) rule, regulation, guideline or order regarding capital adequacy (including, without limitation, any law, rule not currently in effect or regulation implementing fully applicable as of the Basle Accord)Closing Date, or any change therein, therein or any change in the interpretation or administration application thereof by any central bank or other Governmental Authority charged with after the interpretation or administration thereofClosing Date, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy not currently in effect or fully applicable as of the Closing Date (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) of any from a central bank or other Governmental Authority (includinggovernmental authority or body having jurisdiction, without limitation, any guideline does or other requirement implementing the Basle Accord), has or would shall have the effect of reducing the rate of return on such Lender's (or its parent's) capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoptionlaw, implementationtreaty, rule, regulation, guideline or order, or such change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within ten (10) Business Days after written notice and demand by such Lender (with a copy copies thereof to the Administrative Agent), the Borrower shall from time to time pay to such Lender such additional amount or amounts as will sufficient to compensate such Lender (or its parent) for such reduction. A certificate reduction (but, without duplication of any amounts already recovered by such Lender claiming compensation by reason of an adjustment in the applicable Base Rate or Adjusted LIBO Rate). Each certificate as to the amount payable under this Section 4.6 and setting SECTION 3.16 (which certificate shall set forth the additional amount or basis for requesting such amounts in reasonable detail), submitted to be paid to it hereunder shall be conclusive Borrower by any Lender in good faith, shall, absent manifest error, provided that the determination thereof is made on a reasonable basis. In determining such amount or amountsbe final, such Lender may use any reasonable averaging conclusive and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request binding for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyall purposes.

Capital Adequacy. If, after the Closing Date, If at any time any Lender shall have determined determines that (a) the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change thereinof, or any change in or in the interpretation of, any law, treaty or administration thereof by governmental rule, regulation or order after the date of this Agreement regarding capital adequacy, (b) compliance with any such law, treaty, rule, regulation or order or (c) compliance with any guideline or request or directive from any central bank or other Governmental Authority charged with issued after the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy date hereof (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would shall have the effect of reducing the rate of return on such Lender's ’s (or its parent'sany corporation controlling such Lender’s) capital as a consequence of its obligations hereunder or the transactions contemplated hereby under or in respect of any Letter of Credit to a level below that which such Lender (or its parent) such corporation could have achieved but for such adoption, implementationchange, change compliance or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be materialinterpretation, then then, upon demand from time to time, within ten Business Days after demand time by such Lender (with a copy of such demand to the Administrative Agent), the Borrower Borrowers shall pay to the Administrative Agent for the account of such Lender Lender, from time to time as specified by such Lender, additional amount or amounts as will sufficient to compensate such Lender (or its parent) for such reduction. A certificate of as to such amounts submitted to the Parent Borrower and the Administrative Agent by such Lender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes absent manifest error, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower The Borrowers shall not be required to make any payment of additional amounts to any compensate a Lender pursuant to this Section 4.6 with respect to additional amounts relating to 2.14 for any period reduced rate of time which is return incurred more than 180 90 days prior to the date that such Lender notifies the Parent Borrower of the change in law giving rise to such reduced rate of return and of such Lender's request for ’s intention to claim compensation therefor; provided, however, that if the change in law giving rise to such additional amountsreduction is retroactive, provided then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof (to the extent that the foregoing provisions such period of this sentence shall retroactive effect is not apply to additional amounts attributable to any Regulatory Change which takes effect retroactively.already included in such 90-day period). Exhibit 10.2 BWP 10-Q 06/30/2009 Exhibit 10.2 -----

Capital Adequacy. If, after the Closing Date, If at any time any Lender shall have determined determines that (a) the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change thereinof, or any change in or in the interpretation of, any law, treaty or administration thereof by governmental rule, regulation or order after the date of this Agreement regarding capital adequacy, (b) compliance with any such law, treaty, rule, regulation or order or (c) compliance with any guideline or request or directive from any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would shall have the effect of reducing the rate of return on such Lender's (or its parentany corporation controlling such Lender's) capital as a consequence of its obligations hereunder or the transactions contemplated hereby under or in respect of any Letter of Credit to a level below that which such Lender (or its parent) such corporation could have achieved but for such adoption, implementationchange, change compliance or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be materialinterpretation, then then, upon demand from time to time, within ten Business Days after demand time by such Lender (with a copy of such demand to the Administrative Agent), the Borrower Borrowers shall pay to the Administrative Agent for the account of such Lender Lender, from time to time as specified by such Lender, additional amount or amounts as will sufficient to compensate such Lender (or its parent) for such reduction. A certificate of as to such amounts submitted to the Borrowers and the Administrative Agent by such Lender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes absent manifest error. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 2.15 (Capital Adequacy), provided such certificate shall certify that that it is generally charging such other costs to other similarly situated borrowers. Notwithstanding the determination thereof foregoing, to the extent such certificate is made on a reasonable basis. In determining given by such amount Lender more than one hundred eighty (180) days after it has knowledge (or should have had knowledge) of the occurrence of the event giving rise to the incurrence of such additional amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required entitled to make any payment of compensation for such additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is incurred or accruing more than 180 one hundred eighty (180) days prior to the delivery of such Lender's request for such additional amounts, provided that certificate to the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyBorrowers.

Capital Adequacy. If, after the Closing Date, If at any time any Lender shall have determined determines that (a) the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change thereinof, or any change in or in the interpretation of, any law, treaty or administration thereof by governmental rule, regulation or order after the date of this Agreement regarding capital adequacy, (b) compliance with any such law, treaty, rule, regulation or order or (c) compliance with any guideline or request or directive from any central bank or other Governmental Authority charged with issued after the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy date hereof (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would shall have the effect of reducing the rate of return on such Lender's ’s (or its parent'sany corporation controlling such Lender’s) capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) such corporation could have achieved but for such adoption, implementationchange, change compliance or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be materialinterpretation, then then, upon demand from time to time, within ten Business Days after demand time by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender Lender, from time to time as specified by such Lender, additional amount or amounts as will sufficient to compensate such Lender (or its parent) for such reduction. A certificate of as to such amounts submitted to the Borrower and the Administrative Agent by such Lender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes absent manifest error, ; provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding notwithstanding anything herein to the contrary contained hereincontrary, (y) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (z) 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 pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date of this Agreement, regardless of the date enacted, adopted or issued. The Borrower shall not be required to make any payment of additional amounts to any compensate a Lender pursuant to this Section 4.6 with respect to additional amounts relating to 2.15 for any period reduced rate of time which is return incurred more than 180 90 days prior to the date that such Lender notifies the Borrower of the change in law giving rise to such reduced rate of return and of such Lender's request for ’s intention to claim compensation therefor; provided, however, that if the change in law giving rise to such additional amountsreduction is retroactive, provided then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof (to the extent that the foregoing provisions such period of this sentence shall retroactive effect is not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyalready included in such 90-day period).

Capital Adequacy. IfIf any Bank shall, at any time, reasonably determine that (a) the adoption (i) after the Closing Datedate of this Agreement, any Lender shall have determined that the adoption or implementation of any capital adequacy guidelines or (ii) at any time, of any other applicable lawLaw, rule government rule, regulation or regulation order regarding capital adequacy of banks or bank holding companies, (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change therein, or b) any change in (i) any of the foregoing or (ii) the interpretation or administration thereof of any of the foregoing by any Governmental Authority, central bank or other Governmental Authority charged with the interpretation comparable agency or administration thereof, or (c) compliance by such Lender (or its parent) with any policy, guideline, directive or request or directive regarding capital adequacy (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) of any Governmental Authority, central bank or other Governmental Authority (includingcomparable agency, without limitation, any guideline or other requirement implementing the Basle Accord), has or would have the effect of reducing the rate of return on the capital of such Lender's (or its parent's) capital as a consequence of its obligations hereunder or the transactions contemplated hereby Bank to a level below that which such Lender (or its parent) Bank could have achieved but for such adoption, implementation, change or compliance (taking into consideration the policies of such Lender's policies Bank with respect to capital adequacyadequacy in effect immediately before such adoption, change or compliance) by an amount and (x) such reduction is as a consequence of the Line of Credit Loan Commitment of, or the making of any Loans by, such Bank hereunder and (y) such reduction is reasonably deemed by such Lender Bank to be material, then (1) such Bank shall deliver to the Borrower and the Administrative Agent a notice stating the reduction in the rate of return such Bank will in the future suffer as a result of its Line of Credit Loan Commitment or the making of any Loans by it to the Borrower hereunder and (2) the Borrower shall, promptly upon receipt of such notice pay to the Administrative Agent for the account of such Bank from time to time, within ten Business Days after demand time as specified by such Lender (with a copy Bank such amount as shall be sufficient to compensate such Bank for such reduced return. The amount stated in any notice delivered to the Administrative Agent), Borrower pursuant to the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) for such reduction. A certificate provisions of such Lender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder 4.8 shall be conclusive and binding for all purposes, absent manifest error, provided that the determination thereof is made on a reasonable basis. In determining any such amount or amountsamount, such Lender Bank may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be The payments required to make any payment of additional amounts under this Section 4.8 are in addition to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyother payments and indemnities required hereunder.

Capital Adequacy. IfIf at any time any Lender determines that (a) the adoption of or any change in or in the interpretation of any law, treaty or governmental rule, regulation or order regarding capital adequacy after the Closing Date, (b) compliance with any Lender shall have determined that the adoption or implementation of any applicable such law, rule or regulation regarding capital adequacy (includingtreaty, without limitationrule, any law, rule or regulation implementing the Basle Accord)regulation, or any change thereinorder, or (c) compliance with any change in the interpretation guideline or administration thereof by request or directive from any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would shall have the effect of (i) reducing the amount of any payment (whether of principal, interest or otherwise) receivable by such Lender or otherwise reducing the rate of return on such Lender's (or its parentany corporation controlling such Lender's) capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) such corporation could have achieved but for such adoption, implementationchange, change compliance or compliance interpretation (taking into consideration such Lender's or such controlling corporation's policies with respect to capital adequacy), (ii) by an amount reasonably deemed by increasing the cost to such Lender to be materialof making or maintaining a Loan, then or (iii) requiring a payment in respect of a Loan, then, within 10 Business Days following demand from time to time, within ten Business Days after demand time by such Lender (with a copy of such demand to the Administrative Agent), the Borrower Borrowers shall pay to the Agent for the account of such Lender Lender, from time to time as specified by such Lender, additional amount or amounts as will sufficient to compensate such Lender (or its parent) for such reduction, additional cost or payment. A certificate as to such amounts (in reasonable detail) submitted to the Borrowers and the Agent by such Lender shall be conclusive and binding for all purposes absent manifest error. Failure on the part of any Lender to demand compensation for any increased costs, reduction in amounts received or receivable or reduction in the rate of return earned on such Lender's or controlling corporation's capital shall not constitute a waiver of such Lender claiming Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in rate of return. The protection under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder 2.10 shall be conclusive absent manifest erroravailable to each Lender regardless of any possible contention of the invalidity or inapplicability of any law, provided regulation or other condition which shall give rise to any demand by such Lender for compensation but if after receiving any such amounts such Lender determines that the determination thereof such condition is made on a reasonable basis. In determining such amount not valid or amountsapplicable, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional refund amounts to any Lender pursuant to this Section 4.6 with paid in respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelythereof.

Capital Adequacy. If, after the Closing Date, any Lender shall have determined that (a) If the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) any Participant with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or other Governmental Authority (includingcomparable agency, without limitation, any guideline or other requirement implementing in each case made subsequent to the Basle Accord), Documentation Date has or would will have the effect of reducing the rate of return on such Lenderany Participant's (or its parent's) parent company's capital by a material amount, as a consequence of its commitments or obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (Participant or its parent) parent company could have achieved but for such adoption, implementationeffectiveness, change or compliance (taking into consideration such LenderParticipant's or its parent company's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent), then, upon notice from such Participant, the Borrower Lessee Agent shall pay to such Lender Participant such additional amount or amounts as will compensate such Lender (or Participant and its parent) parent company for such reductionreduction (it being understood that such parent company shall not be reimbursed to the extent its subsidiary Participant is reimbursed by the Lessee Agent in connection with the same or a similar law, rule, regulation, change, request or directive applicable to such Participant). A certificate All payments required by this Section 13.11 shall be made by the Lessee Agent within ten (10) Business Days after demand by the affected Participant. The Lessee Agent shall not be obligated to reimburse any Participant for any reduced return incurred more than one hundred eighty (180) days after the date that such Participant receives actual notice of such Lender claiming compensation under reduced return unless such Participant gives notice thereof to the Lessee Agent in accordance with this Section 4.6 13.11 during such one hundred eighty (180) day period. If any Participant becomes entitled to claim any additional amounts pursuant to this clause, it shall provide prompt written notice thereof to the Lessee, through the Administrative Agent and/or the Agent Certificate Holder, certifying (x) that one of the events described in this clause (a) has occurred and setting forth describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount or demanded by such Participant and a reasonably detailed explanation of the calculation thereof. Such a certificate as to any additional amounts payable pursuant to be paid this clause submitted by such Participant, through the Administrative Agent and/or the Agent Certificate Holder, to it hereunder the Lessee Agent shall be conclusive absent in the absence of manifest error, provided that . This covenant shall survive the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging termination of this Participation Agreement and attribution methods. Notwithstanding anything to the contrary contained herein, other Operative Documents and the Borrower shall not be required to make any payment of additional the Loans, Certificate Holder Amounts and all other amounts payable hereunder and thereunder. (b) Each Participant shall use its commercially reasonable efforts to reduce or eliminate, any Lender claim for compensation pursuant to this Section 4.6 with respect 13.11, including, without limitation, a change in the office of such Participant at which its obligations related to additional amounts relating the Operative Documents are maintained if such change will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Participant, be otherwise disadvantageous to it. If any period of time which is more than 180 days prior to such Lender's request claim for such additional amounts, provided that the foregoing provisions of this sentence compensation shall not apply be eliminated or waived, the Lessee Agent shall have the right to additional replace the affected Participant with a new financial institution that shall succeed to the rights of such Participant under the Operative Documents; provided, however, that such Participant shall not be replaced hereunder until it has been paid in full such claim and all other amounts attributable owed to any Regulatory Change which takes effect retroactivelyit hereunder.

Capital Adequacy. If, after the Closing Date, (i) If any Lender shall have determined that the adoption or implementation after the date of this Agreement of any applicable law, rule or regulation Legal Requirement regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)adequacy, or any change therein, after the date of this Agreement therein or any change in the official interpretation or administration application thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such any Lender (or its parent) with any guideline, request or directive after the date of this Agreement regarding capital adequacy (whether or not having the force of law) of from any central bank or other Governmental Authority (includinggovernmental authority, without limitation, any guideline does or other requirement implementing the Basle Accord), has or would shall have the effect of reducing the rate of return on such Lender's (or its parent's) capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender Lender, in its sole discretion, to be material, then from time to time, within ten Business Days after demand submission by such Lender (with to Borrowers of a copy to the Administrative Agent)written demand therefor, the Borrower Borrowers shall pay to such Lender Lender, within 30 days of such demand, such additional amount or amounts as will compensate such Lender (or its parent) for such reduction; provided such Lender is requiring its borrowers generally to pay such amounts. A certificate of such Lender claiming compensation under this Section 4.6 and setting 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 it hereunder shall be conclusive absent manifest errorsuch Lender, provided that and the determination thereof is made on a reasonable basismethod by which such amounts were determined. In determining such amount or amountsamount, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to method. (ii) In the contrary contained herein, the Borrower shall not be required to make event Agent or any Lender provides a written demand for payment of additional amounts reimbursable under Section 2.8(i) and such Legal Requirement is not generally applicable to any Lender pursuant to this financial institutions, then Borrowers may prepay the Loans without paying the prepayment fee specified in Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, 2.7 provided that (1) no Default or Event of Default has occurred or is continuing, and (2) Agent receives an amount equal to all Obligations (other than the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyfee set forth in Section 2.7) in cash on or before the ninetieth (90th) day following such demand.

Capital Adequacy. If, after the Closing Date, any Lender shall have determined that the adoption or implementation If as a result of any regulatory change ---------------- directly or indirectly affecting Lender or any of Lender's affiliated companies there shall be imposed, modified or deemed applicable lawany tax, rule or regulation regarding reserve, special deposit, minimum capital, capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)ratio, or any change therein, similar requirement against or any change in the interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would have the effect of reducing the rate of return on such Lender's (or its parent's) capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) or measured by an amount reasonably deemed by such Lender reference to loans made or to be materialmade to Borrower hereunder, then or to Letters of Credit issued on behalf of Borrower pursuant to the Letter of Credit Agreement, and the result shall be to increase the cost to Lender or to any of Lender's affiliated companies of making or maintaining any Revolving Loan or Letter of Credit hereunder, or reduce any amount receivable in respect of any such Revolving Loan and which increase in cost, or reduction in amount receivable, shall be the result of Lender's or Lender's affiliated company's reasonable allocation among all affected customers of the aggregate of such increases or reductions resulting from such event, then, within ten (10) days after receipt by Borrower of a certificate from Lender containing the information described in this Section 3.5 which shall be delivered to Borrower, ----------- Borrower agrees from time to time, within ten Business Days after demand by such Lender (with a copy time to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will shall be sufficient to compensate such Lender (or its parent) any of Lender's affiliated companies for such reductionincreased costs or reductions in amounts which Lender determines in Lender's reasonable discretion are material. A Notwithstanding the foregoing, all such amounts shall be subject to the provisions of Section 3.4. The certificate of such Lender claiming ----------- requesting compensation under this Section 4.6 3.5 shall identify the regulatory ----------- change which has occurred, the requirements which have been imposed, modified or deemed applicable, the amount of such additional cost or reduction in the amount receivable and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, provided that the determination thereof is made on a reasonable basis. In determining way in which such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyhas been calculated.

Capital Adequacy. If, after the Closing Date, (a) If at any time any Lender shall have determined determines that (a) the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change thereinof, or any change in or in the interpretation of, any law, treaty or administration thereof by governmental rule, regulation or order after the date of this Agreement regarding capital adequacy, (b) compliance with any such law, treaty, rule, regulation or order or (c) compliance with any guideline or request or directive from any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would shall have the effect of reducing the rate of return on such Lender's (or its parentany corporation controlling such Lender's) capital as a consequence of its obligations hereunder or the transactions contemplated hereby under or in respect of any Letter of Credit to a level below that which such Lender (or its parent) such corporation could have achieved but for such adoption, implementationchange, change compliance or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be materialinterpretation, then then, upon demand from time to time, within ten Business Days after demand time by such Lender (with a copy to of such demand 1o the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender Lender, from time to time as specified by such Lender, additional amount or amounts as will sufficient to compensate such Lender (or its parent) for such reduction. A certificate of as to such amounts submitted to the Borrower and the Administrative Agent by such Lender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes absent manifest error. (b) Each Lender will notify the Borrower of any change that will entitle such Lender to compensation under clause (a) above as promptly as practicable, provided but in any event within 180 days after such Lender obtains knowledge thereof; provided, however, that the determination thereof is made on a reasonable basis. In determining if any Lender fails to give such amount or amountsnotice within 180 days after it obtains knowledge of such change, such Lender may use shall, with respect to compensation payable in respect of any reasonable averaging costs resulting from such change, only be entitled to payment for costs incurred from and attribution methodsafter the date that such Lender does give such notice plus, if such change shall have retroactive effect, costs resulting from such change during the period of retroactive effect thereof. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make Any Lender claiming any payment of additional amounts to any Lender payable pursuant to this Section 4.6 2.15 agrees to use reasonable efforts (consistent with respect its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Eurodollar Lending Office or make other reasonable efforts to avoid the need for, or reduce the amount of, any such additional amounts relating to any period that may thereafter accrue and would not, in the reasonable judgment of time which is more than 180 days prior such Lender, be otherwise disadvantageous to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactively.

Capital Adequacy. If, after the Closing Date, any Lender (a) If Agent shall have determined that the adoption or implementation after the date hereof of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)adequacy, or any change therein, therein after the date hereof or any change in the interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration application thereof, or compliance by such Lender (or its parent) Lenders with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of from any central bank or other Governmental Authority (includinggovernmental authority enacted after the date of this Agreement, without limitation, any guideline does or other requirement implementing the Basle Accord), has or would shall have the effect of reducing the rate of return on such Lender's (or its parent's) any of the Lenders’ capital as a consequence of its their obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) Lenders could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender's Lenders’ policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be materiala material amount, then from time to time, within ten Business Days after submission by Agent to Borrowers of a written demand by such Lender (therefor together with a copy to the Administrative Agent)certificate described below, the Borrower Borrowers shall pay to such Lender Agent, for the ratable benefit of the affected Lender(s), such additional amount or amounts as will compensate such Lender (or its parentLender(s) for such reduction, such demand to be made with reasonable promptness following such determination. A certificate of such Lender Lender(s) claiming compensation under this Section 4.6 and setting entitlement to payment as set forth above shall be conclusive in the absence of manifest error. Such certificate shall set forth the additional nature of the occurrence giving rise to such reduction, the amount or amounts of such charge to be paid to it hereunder shall be conclusive absent manifest errorLender, provided that and the determination thereof is made on a reasonable basismethod by which such amount was determined. In determining such amount or amountsamount, such Lender may use any reasonable averaging and attribution methodsmethod, applied on a non-discriminatory basis. (b) If a Lender invokes the provisions of subsection (a) hereof, it shall promptly notify Borrowers. Notwithstanding Borrowers, by notice given to such Lender within 30 days of such action, may, within 60 days of the date of such notice to Agent and Lenders, prepay in full all Obligations without prepayment penalty, anything in Section 2.11 to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelynotwithstanding.

Capital Adequacy. If, (a) If after the Closing Datedate of this Agreement, the Agent or any Lender shall have determined that the adoption or implementation effectiveness of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)of general applicability, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such the Agent or any Lender (or its parent) with any guideline, request or directive regarding capital adequacy of general applicability (whether or not having the force of law) of any such Governmental Authority, central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)comparable agency, has or would have the effect of reducing the rate of return on such the Agent's or any Lender's (or its parent's) capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which the Agent or such Lender (or its parent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration the Agent's or such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by the Agent or such Lender to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to the Agent or such Lender such additional amount or amounts as will compensate the Agent or such Lender (or its parent) for such reduction. . (b) A certificate of the Agent or such Lender claiming compensation under this Section 4.6 and setting forth the additional such amount or amounts to be paid to it hereunder as shall be conclusive absent manifest errornecessary to compensate the Agent or such Lender as specified in Section 5.14(a) hereof and making reference to the applicable --------------- law, provided that rule or regulation shall be delivered as soon as practicable to the determination thereof is made Borrower and shall be prima facie evidence thereof. The Borrower shall pay the Agent or such Lender the amount shown as due on a reasonable basisany such certificate within fourteen (14) Business Days after the Agent or such Lender delivers such certificate. In determining preparing such amount certificate, the Agent or amounts, such Lender may employ such assumptions and allocations of costs and expenses as it shall in good xxxxx xxxx reasonable and may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelymethod.

Capital Adequacy. If, If after the Closing Datedate hereof, any Lender Bank shall ---------------- have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)adequacy, or any change therein, or any change in the interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, Regulatory Change or compliance by such Lender any Bank (or its parentApplicable Lending Office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would have the effect of reducing the rate of return on such LenderBank's (or its parent's) capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) Bank could have achieved but for such adoption, implementation, change or compliance (taking into consideration such LenderBank's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material), then from time to time, within ten 10 Business Days after demand receipt by such Lender (with Borrower of a copy certificate of a Bank containing the information described in this Section 5.6 which shall be delivered to Borrower through Agent and shall be conclusive as to the Administrative Agent)matters set forth therein absent manifest error, the Borrower shall pay to such Lender Agent such additional amount or amounts as will compensate such Lender (or its parent) Bank for such reduction. A certificate of such Lender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, provided that the determination thereof is made on a reasonable basis. In determining such amount or amountsamount, such Lender Bank may use any reasonable averaging and attribution methods. Notwithstanding anything A certificate of any Bank claiming compensation under this Section (a) shall identify the Regulatory Change, the amount that such Bank has reasonably determined will compensate it for any such Regulatory Change and the way in which such amount has been calculated, (b) shall be delivered to Borrower through Agent as promptly as practical after the Bank obtains knowledge of the Regulatory Change which entitled it to compensation pursuant to this Section, and (c) shall be conclusive as to the contrary contained herein, matters set forth therein in the absence of manifest error. Any amounts received by Agent from Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect 5.6 shall be disbursed by Agent in immediately available funds to additional amounts relating to any period of time which is more than 180 days prior to the Banks requesting such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactively.. CREDIT AGREEMENT PAGE 30 ----------------

Capital Adequacy. If, after In the Closing Date, any event that the Lender shall have determined that (a) the adoption or implementation introduction after the date of this Agreement of any applicable law, treaty, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change thereintherein after the date of this Agreement, or (b) any change after the date of this Agreement in the interpretation or administration thereof of any law, treaty, rule or regulation by any central bank or other Governmental Authority charged with governmental authority or (c) the interpretation or administration thereof, or compliance by such the Lender (or its parent) the Issuer with any guideline, request or directive regarding capital adequacy from any central bank or other governmental authority (whether or not having the force of lawLaw) after the date of this Agreement (for purposes of this Section 3.9, the term "Lender" shall include the Lender and any central corporation or bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing controlling the Basle AccordLender), has or would have the effect of reducing the rate of return on such the Lender's (or its parent's) capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which such the Lender (or its parent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration such the Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such the Lender to be material, then then, from time to time, within ten Business Days after the Borrowers shall pay upon demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such the Lender (or its parent) for such reduction. 9. A certificate Section 4.10 of the Credit Agreement is hereby amended by inserting the following sentence at the end of such Lender claiming compensation under this Section 4.6 Section: All such audits, inspections, examinations, field examinations and setting forth the additional amount or amounts to be paid to it hereunder appraisals shall be conclusive absent manifest errorin the discretion of the Lender, provided that be conducted by an independent examiner and shall be performed at the determination thereof sole cost and expense of the Borrowers. 10. Section 6.5 of the Credit Agreement is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging hereby deleted in its entirety and attribution methods. Notwithstanding anything to in its stead is inserted the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactively.following:

Capital Adequacy. If, after the Closing Date, If any Lender shall have has reasonably determined that the adoption or implementation effectiveness of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing made after the Basle Accord)date hereof, or any change thereintherein made after the date hereof, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereofthereof made after the date hereof, or compliance by such Lender (or its parent) parent company with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing comparable agency made after the Basle Accord)date hereof, has or would have the effect of reducing the rate of return on such Lender's (or its parent's) parent company's capital or assets as a consequence of its commitments or obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementationeffectiveness, change or compliance (taking into consideration the policies of such Lender's policies Lender and its parent company with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material), then from time to timethen, within ten 10 Business Days after demand by such Lender (with a copy the Borrower's receipt of the certificate referred to in the Administrative Agent)next sentence, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or and its parent) parent company for such reduction. A certificate as to the amount of such reduction in rate of return, the good faith basis therefor and setting forth in reasonable detail the calculations used by the applicable Lender claiming compensation to arrive at the amount or amounts claimed to be due, shall be submitted to the Borrower and the Agent. Each determination by a Lender of amounts owing under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, provided that rebuttably presumptive evidence of the determination thereof is made on a reasonable basismatters set forth therein. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any No demand for payment of additional amounts to any Lender pursuant to under this Section 4.6 with respect to additional amounts relating to any period shall be made unless the Lender shall make comparable demands of time which is more than 180 days prior to such Lender's request for such additional amounts, provided that the foregoing other similarly situated borrowers. The provisions of this sentence Section shall not apply to additional survive termination of this Credit Agreement and the payment of the Loans and all other amounts attributable to any Regulatory Change which takes effect retroactivelypayable hereunder.

Capital Adequacy. If, after (a) If either (i) the Closing Date, any Lender shall have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)introduction of, or any change thereinin, or any change in the interpretation of, or administration thereof by compliance with, any law or regulation or (ii) compliance with any guideline or request from any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has affects or would have affect the effect amount of reducing capital required or expected to be maintained by any Lender or any corporation controlling any Lender and such Lender reasonably determines that such amount is based upon the rate existence of return on such Lender's (or its parent's) capital as a consequence Commitment and Loans and other commitments and loans of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoptionthis type, implementationthen, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within ten Business Days after upon demand by such Lender (with a copy of such demand to the Administrative Agent and the Documentation Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender Lender, from time to time as specified by such Lender, additional amount or amounts as will sufficient to compensate such Lender (in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's Commitment or its parent) for such reductionLoans. A certificate of as to such amount" submitted to the Borrower, the Administrative Agent and the Documentation Agent by such Lender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes absent manifest error. (b) Any Lender claiming any additional amounts payable pursuant to Section 2.9, provided that 2.10, 2.11(a) or 2.13 shall use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to change the determination thereof is made on jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts which may thereafter accrue and would not, in the reasonable basisjudgment of such Lender, be otherwise disadvantageous to such Lender. In determining The Borrower shall have the right to replace any Lender claiming any additional amounts pursuant to Sections 2.9, 2.10, 2.11(a), 2.13 or 10.4(c) or any Lender which has delivered to the Administrative Agent and the Documentation Agent the notice specified in Section 2.8(c) by delivering a notice to such amount Lender, with a copy to the Administrative Agent and the Documentation Agent, of the identity of the Lender or amounts, other Person which will replace such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained hereindate on which such replacement will take place; PROVIDED, HOWEVER, that such replacement Lender shall satisfy the requirements of Section 10.6; and PROVIDED, FURTHER, that such replacement shall not relieve the Borrower shall not be required of its obligations to make any payment of additional pay such amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days for all periods prior to such Lender's request for replacement or costs incurred as a result of such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyreplacement.

Capital Adequacy. If, after the Closing Date, If at any time any Lender shall have determined determines that (a) the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change thereinof, or any change in or in the interpretation of, any law, treaty or administration thereof by governmental rule, regulation or order after the date of this Agreement regarding capital adequacy, (b) compliance with any such law, treaty, rule, regulation or order or (c) compliance with any guideline or request or directive from any central bank or other Governmental Authority charged with issued after the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy date hereof (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would shall have the effect of reducing the rate of return on such Lender's ’s (or its parent'sany corporation controlling such Lender’s) capital as a consequence of its obligations hereunder or the transactions contemplated hereby under or in respect of any Letter of Credit to a level below that which such Lender (or its parent) such corporation could have achieved but for such adoption, implementationchange, change compliance or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be materialinterpretation, then then, upon demand from time to time, within ten Business Days after demand time by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender Lender, from time to time as specified by such Lender, additional amount or amounts as will sufficient to compensate such Lender (or its parent) for such reduction. A certificate of as to such amounts submitted to the Borrower and the Administrative Agent by such Lender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes absent manifest error, provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary contained herein, the The Borrower shall not be required to make any payment of additional amounts to any compensate a Lender pursuant to this Section 4.6 with respect to additional amounts relating to for any period reduced rate of time which is return incurred more than 180 90 days prior to the date that such Lender notifies the Borrower of the change in law giving rise to such reduced rate of return and of such Lender's request for ’s intention to claim compensation therefor; provided, however, that if the change in law giving rise to such additional amountsreduction is retroactive, provided then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof (to the extent that the foregoing provisions such period of this sentence shall retroactive effect is not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyalready included in such 90-day period).

Capital Adequacy. IfWithout limiting any other provision ---------------- of this Agreement, after in the Closing Date, event that any Lender shall have determined that the adoption or implementation of any applicable law, rule treaty, governmental (or regulation quasi-governmental) rule, regulation, guideline or order regarding capital adequacy (including, without limitation, any law, rule not currently in effect or regulation implementing fully applicable as of the Basle Accord)Closing Date, or any change therein, therein or any change in the interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration application thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy not currently in effect or fully applicable as of the Closing Date (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) of any from a central bank or other Governmental Authority (includinggovernmental authority or body having jurisdiction, without limitation, any guideline does or other requirement implementing the Basle Accord), has or would shall have the effect of reducing the rate of return on such Lender's (or its parent's) capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoptionlaw, implementationtreaty, rule, regulation, guideline or order, or such change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within ten (10) Business Days after written notice and demand by such Lender (with a copy copies thereof to the Administrative Agent), the Borrower shall from time to time pay to such Lender such additional amount or amounts as will sufficient to compensate such Lender (or its parent) for such reduction. A certificate reduction (but, in the case of outstanding Base Rate Advances, without du plication of any amounts already recovered by such Lender claiming compensation by reason of an adjustment in the applicable Base Rate). Each certificate as to the amount payable under this Section 4.6 and setting 4.16 (which cer tificate shall set forth the additional amount or basis for requesting such amounts in reasonable detail), submitted to be paid to it hereunder shall be conclusive Borrower by any Lender in good faith, shall, absent manifest error, provided that the determination thereof is made on a reasonable basis. In determining such amount or amountsbe final, such Lender may use any reasonable averaging conclusive and attribution methods. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender pursuant to this Section 4.6 with respect to additional amounts relating to any period of time which is more than 180 days prior to such Lender's request binding for such additional amounts, provided that the foregoing provisions of this sentence shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyall purposes.

Capital Adequacy. If, after the Closing Datedate of this Agreement, any Lender shall have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord)adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy not currently in effect or fully applicable as of the Closing Date (whether or not having the force of law) of any such authority, central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord)comparable agency, has or would have the effect of reducing the rate of return on such Lender's (or its parent's) capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then then, from time to time, within ten Business Days after promptly upon demand by such Lender (with a copy to the Administrative Agent), the Borrower Company shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) for such reduction. A certificate of such any Lender claiming compensation under this Section 4.6 2.21 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, provided that the determination thereof is made on a reasonable basis. In determining any such amount or amountsamount, such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything Each Lender will promptly notify the Company of any such adoption, change or compliance of which it has knowledge which will entitle such Lender to the contrary contained herein, the Borrower shall not be required to make any payment of additional amounts to any Lender compensation pursuant to this Section 4.6 with respect Section, but the failure to additional amounts relating to any period of time which is more than 180 days prior to give such notice shall not affect such Lender's request right to such compensation provided such Lender gives such notice within 90 days after an officer of such Lender having responsibility for such additional amounts, provided that the foregoing provisions administration of this sentence Agreement shall not apply to additional amounts attributable to any Regulatory Change which takes effect retroactivelyhave received actual notice of such adoption, change or compliance.