Common use of Capital Adequacy Clause in Contracts

Capital Adequacy. If any Lender has determined that the adoption or becoming effective, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein (after the date hereof), or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's (or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice from such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such 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 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 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunder.

Capital Adequacy. If any Lender has determined that the adoption or becoming effective, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein (after the date hereof), or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's ’s (or parent corporation's’s) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's ’s (or parent corporation's’s) policies with respect to capital adequacy), then, upon notice from such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers Borrower of such written notice from such Lender (with a copy to the Agent) the Borrowers Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction provided 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 first notifies the Borrowers Borrower of its intention to demand compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunder.

Capital Adequacy. If any Lender has determined or Issuing Lender determines that the adoption or becoming effectiveeffectiveness, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein (after the date hereof)therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender (or its parent corporation) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's ’s or Issuing Lender’s (or parent corporation's’s) capital or assets as a consequence of its commitments or obligations hereunder to any Borrower to a level below that which such Lender or Issuing Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's ’s or Issuing Lender’s (or parent corporation's’s) policies with respect to capital adequacy), then, upon notice from such Lender (which or Issuing Lender, the relevant Borrower shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated to 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 on an after tax basis or Issuing Lender (after taking into account applicable deductions and credits in respect of the amount so indemnifiedor its parent corporation) for such 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 first notifies the Borrowers of its intention to demand compensation therefor under this Sectionreduction. Each determination by any such Lender or Issuing Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunder.

Capital Adequacy. (a) If after the date of this Agreement, any Lender has shall have determined that the adoption or becoming effective, after the date hereof, effectiveness (regardless of whether previously announced) of any applicable law, rule Legal Requirement or regulation treaty regarding capital adequacy, or any change therein (after the date hereof)therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank Authority or comparable agency charged with the interpretation or administration thereof, or compliance by such any Lender (or its parent corporation) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, 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 parent corporation'sany holding company of which such Lender is a part) capital or assets as a consequence of its commitments or obligations hereunder or its Term Note to a level below that which such Lender (or its parent corporation) holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration by an amount deemed by such Lender's (or parent corporation's) policies with respect Lender to capital adequacy)be material, thenthen from time to time, upon notice from such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt demand by the Borrowers of such written notice from such Lender (with a copy to the Agent) in the Borrowers shall be obligated form of a certificate stating the cause of such demand and reasonably detailed calculations therefor, the Borrower (subject to Section 10.6 hereof) agrees to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) or holding company for such reduction provided that no reduction. (b) The certificate of any Lender setting forth such amount or amounts as shall be payable with respect necessary to any period commencing more than 90 days prior to the date compensate such Lender first notifies or its holding company as specified in Subsection 10.16(a) above (and setting forth the Borrowers of its intention to demand compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.2 shallcalculation thereof in reasonable detail) shall be conclusive and binding, absent manifest error, be conclusive and binding on the parties hereto. The covenants Borrower shall pay such Lender the amount shown as due on any such certificate within five days after such Lender delivers such certificate. In preparing such certificate, such Lender may employ such assumptions and allocations of this Section 4.2 costs and expenses as it shall survive termination of this Credit Agreement in good ▇▇▇▇▇ ▇▇▇▇ reasonable and the other Credit Documents may use any reasonable averaging and the payment of the Loans and all other amounts payable hereunderattribution method.

Capital Adequacy. If after the date hereof, any Lender has Bank shall have determined that the adoption or becoming effective, after the date hereof, implementation of any applicable law, rule rule, or regulation regarding capital adequacy, or any change therein (after the date hereof)therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender Bank (or its parent corporationparent) with any request guideline, request, or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, other Governmental Authority has or would have the effect of reducing the rate of return on such LenderBank's (or parent corporationits parent'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 Bank (or its parent corporationparent) could have achieved but for such adoption, effectivenessimplementation, change change, or compliance (taking into consideration such LenderBank's (or parent corporation's) policies with respect to capital adequacy)) by an amount deemed by such Bank to be material, thenthen from time to time, upon notice from within ten (10) Business Days after demand by such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender Bank (with a copy to the Agent) ), the Borrowers Borrower shall be obligated to pay to such Lender Bank such additional amount or amounts as will compensate such Lender on an after tax basis Bank (after taking into account applicable deductions and credits in respect of the amount so indemnifiedor its parent) for such reduction reduction. A certificate of such Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, provided that no the determination thereof is made on a reasonable basis. In determining such amount shall be payable with or amounts, such Bank may use any reasonable averaging and attribution methods. With respect to each demand by a Bank under this Section 6.4, no Bank shall have the right to demand compensation for amounts attributable to any period commencing more than 90 days reduction in such Bank's rate of return occurring at any time before the date which is three (3) months prior to the date the Bank gives such Lender first notifies demand for compensation to the Borrowers of its intention to demand compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderBorrower.

Capital Adequacy. If any Lender has reasonably determined that the adoption or becoming effective, after the date hereof, effectiveness of any applicable law, rule or regulation regarding capital adequacyadequacy made after the date hereof, or any change therein (made after the date hereof), or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof made after the date hereof, or compliance by such Lender (or its parent corporation) company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agencyagency made after the date hereof, has or would have the effect of reducing the rate of return on such Lender's (or of its parent corporation's) company's capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the policies of such Lender's (or Lender and its parent corporation's) policies company with respect to capital adequacy), then, upon notice from such Lender (which within 10 Business Days after the Borrower's receipt of the certificate referred to in the next sentence, the Borrower shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) its parent company for such reduction reduction; provided that no such amount amounts shall be payable with respect to any period commencing reduction in rate of return incurred more than 90 days prior three (3) months before such Lender demands compensation under this Section 3.5. A certificate as to the date 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 first notifies to arrive at the Borrowers of its intention amount or amounts claimed to demand compensation therefor under this Sectionbe due, shall be submitted to the Borrower and the Agent. Each determination by any a Lender of amounts owing under this Section 4.2 shall, absent manifest error, shall be conclusive and binding on rebuttably presumptive evidence of the parties heretomatters set forth therein. The covenants provisions of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunder.

Capital Adequacy. If any Lender has Administrative Agent shall have determined that the adoption of or becoming effective, after the date hereof, any change in any Requirement of any applicable law, rule or regulation Law regarding capital adequacy, including the Reserve Requirements or any change therein (after the date hereof)other similar reserve, special deposit or similar requirements relating to extensions of credit or other assets of Administrative Agent or any Buyer, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Administrative Agent or such Lender (Buyer, or its parent corporation) any corporation controlling Administrative Agent or such Buyer, with any request or directive regarding capital adequacy such requirements (whether or not having the force of law) of from any such Governmental Authority, central bank or comparable agency, Authority made subsequent to the date hereof has or would have the effect of reducing the rate of return on any Buyer’s or such Lender's (or parent corporation's) ’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender (Buyer, or its parent corporation) such corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (Buyer’s or parent such corporation's) ’s policies with respect to capital adequacy)such requirements) by an amount deemed by Administrative Agent, thenon behalf of Buyers, upon notice to be material, then from such Lender time to time, within five (which 5) Business Days after submission by Administrative Agent, on behalf of Buyers, to Seller of a written request therefor, Seller shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated to pay to Administrative Agent or such Lender Buyer, such additional amount or amounts as will compensate Administrative Agent or such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) Buyer for such reduction provided reduction; provided, that no Administrative Agent, on behalf of Buyers, will not impose such amount additional amounts on Seller unless either MSBNA, acting in its individual capacity, or Administrative Agent, on behalf of Buyers, is imposing such additional amounts on other customers similarly situated to Seller under other repurchase facilities involving commercial real estate loans. A certificate as to the calculation of any additional amounts payable pursuant to this subsection shall be payable with respect submitted by Administrative Agent to any period commencing more than 90 days prior to the date such Lender 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 4.2 shall, absent manifest error, Seller and shall be conclusive and binding on upon Seller in the parties heretoabsence of manifest error. The covenants With respect to each reduction in the rate of return as described above, this Section 4.2 covenant shall survive for a period of one hundred eighty (180) days from the date of the incurrence of such reduction by Administrative Agent or any Buyer. This covenant shall survive the termination of this Credit Agreement and the other Credit Documents and the payment repurchase by Seller of any or all of the Loans and all other amounts payable hereunderPurchased Assets.

Capital Adequacy. (a) If any Lender has shall have determined that the adoption or becoming effective, after the date hereof, of any applicable law, rule or regulation regarding capital adequacyof, or any change therein (after the date hereof)in, any Capital Adequacy Regulation or any change in the interpretation or administration application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of from any such Governmental Authority, central bank or comparable agency, has or would Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender's (’s or parent such corporation's) ’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporation) such corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (’s or parent such corporation's) ’s policies with respect to capital adequacy), then, upon notice from ) by an amount deemed by such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice)to be material, and receipt then from time to time, after submission by the Borrowers of such written notice from such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrowers Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) or such corporation for such reduction provided that no such amount reduction. (b) A certificate as to any additional amounts payable pursuant to this Section 2.8 submitted by any Lender to the Borrower (with a copy to the Administrative Agent) shall be payable with respect conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Section 2.8, the Borrower shall not be required to compensate a Lender pursuant to this Section 2.8 for any period commencing amounts incurred more than 90 days nine months prior to the date that such Lender first notifies the Borrowers Borrower of its such Lender’s intention to demand claim compensation therefor under this Sectiontherefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect. Each determination by any Lender The obligations of amounts owing under the Borrower pursuant to this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto. The covenants of this Section 4.2 2.8 shall survive the termination of this Credit Agreement and the other Credit Documents and the payment of the Term Loans and all other amounts payable hereunder.

Capital Adequacy. If any Lender has determined shall determine that the adoption of any applicable law, rule, regulation or becoming effective, treaty regarding capital adequacy after the date hereof, of or any applicable law, rule or regulation regarding capital adequacychange therein after the date hereof, or any change therein (after the date hereof), or any change hereof in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such any Lender (or its parent corporationApplicable Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or 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 parent corporation'sa "PARENT") capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporationParent) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) its policies with respect to capital adequacy), then, upon notice from ) by an amount deemed by such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice)to be material, and receipt then from time to time, within 15 days after demand by the Borrowers of such written notice from such Lender (with a copy to the Administrative Agent) ), the Borrowers relevant Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction reduction. A statement of any Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error; provided that no the determination thereof is made on a reasonable basis; and provided further that a Borrower shall not be obligated to compensate such amount shall be payable with respect to Lender for any period commencing such reduction occurring more than 90 180 days prior to the date time such Lender first notifies the Borrowers such Borrower of its intention to demand compensation therefor under this Sectionsuch adoption, implementation, change or compliance. Each determination by In determining such amount, such Lender may use any Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive reasonable averaging and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderattribution methods.

Capital Adequacy. If after the date hereof, any Lender has shall have determined that the adoption or becoming effective, after the date hereof, implementation of any applicable law, rule rule, or regulation regarding capital adequacyadequacy (including, without limitation, any law, rule, or regulation implementing the Basle Accord), or any change therein (after the date hereof)therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporationparent) with any request guideline, request, or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyother 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 parent corporationits parent'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 corporationparent) could have achieved but for such adoption, effectivenessimplementation, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice from ) by an amount deemed by such Lender to be material, then from time to time, within ten (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt 10) Business Days after demand by the Borrowers of such written notice from such Lender (with a copy to the Administrative Agent) the Borrowers ), which demand shall be obligated delivered by such Lender to Borrower as promptly as practicable after such Lender obtains knowledge of such reduction in its rate of return, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnifiedor its parent) for such reduction provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date reduction. A certificate of such Lender first notifies the Borrowers of its intention to demand claiming compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.2 shalland setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive, absent manifest errorerror and provided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, be conclusive such Lender may use any reasonable averaging and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderattribution methods.

Capital Adequacy. If any Lender has shall have determined that the adoption or becoming effective, after the date hereof, Effective Date or effectiveness after the Effective Date (whether or not previously announced) of any applicable law, rule rule, regulation or regulation treaty regarding capital adequacy, or any change therein (after the date hereof)Effective Date, or any change in the interpretation or administration thereof after the Effective Date by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such any Lender (or its parent corporation) with any 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 comparable agency, agency has or would have the effect of reducing the rate of return on such Lender's (or parent corporation's) capital or assets as a consequence of its commitments obligations hereunder, under the Letters of Credit, the Notes or obligations hereunder other Obligations held by it to a level below that which such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy)) by an amount deemed by such Lender to be material, thenthen from time to time, upon notice from such Lender (which shall include satisfaction of the basis and calculations conditions precedent set forth in reasonable detail supporting the compensation requested in such notice)this Section 7.10, and receipt after demand by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated as provided below, pay (subject to pay Section 11.7 hereof) to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction provided that no reduction. The certificate of any Lender setting forth such amount or amounts as shall be payable with respect necessary to any period commencing more than 90 days prior compensate it and the basis thereof and reasons therefor shall be delivered as soon as practicable to the date such Lender 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 4.2 shallBorrower and shall be conclusive and binding, absent manifest error. Borrower shall pay the amount shown as due on any such certificate within five (5) Business Days after the delivery of such certificate. In preparing such certificate, be conclusive a Lender may employ such assumptions and binding on the parties hereto. The covenants allocations of this Section 4.2 costs and expenses as it shall survive termination of this Credit Agreement in good ▇▇▇▇▇ ▇▇▇▇ reasonable and the other Credit Documents may use any reasonable averaging and the payment of the Loans and all other amounts payable hereunderattribution method.

Capital Adequacy. If any Lender has determined that the adoption or becoming effective, after the date hereof, hereof any Bank determines that (a) the adoption of or change in any applicable law, rule rule, regulation, guideline, directive or regulation request (whether or not having the force of law) regarding capital adequacy, requirements for banks or any change therein (after the date hereof), bank holding companies or any change in the interpretation or administration application thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or (b) compliance by such Lender (Bank or its parent corporation) 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 such Governmental Authority, central bank or comparable agency), has or would have the effect of reducing the rate of return on such LenderBank's (or parent corporation's) such holding company's capital or assets as a consequence of its commitments or obligations such Bank's commitment to make Loans hereunder to a level below that which such Lender (Bank or its parent corporation) holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such LenderBank's (or parent corporation's) such holding company's then existing policies with respect to capital adequacy), then, upon notice from such Lender (which shall include adequacy and assuming the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers full utilization of such written notice from entity's capital) by any amount deemed by such Lender (with a copy Bank to be material, then such Bank may notify the Agent) the Borrowers shall be obligated Borrower thereof. The Borrower agrees to pay to such Lender Bank the amount of such additional amount or amounts reduction in the return on capital as will compensate and when such Lender on an after tax basis (after taking into account applicable deductions and credits in respect reduction is determined, upon presentation by such Bank of a statement of the amount so indemnified) for setting forth the Bank's calculation thereof. In determining such reduction provided that no amount, such amount Bank may use any reasonable averaging and attribution methods. Notwithstanding the foregoing, the Borrower shall be payable with respect have the right, in lieu of making the payment referred to any period commencing more than 90 days prior to the date such Lender first notifies the Borrowers of its intention to demand compensation therefor under this Section. Each determination by any Lender of amounts owing under in this Section 4.2 shall4.10, absent manifest error, be conclusive to prepay the Loans and binding on terminate the parties hereto. The covenants Commitments within thirty (30) days of this Section 4.2 shall survive termination of this Credit Agreement such demand and the other Credit Documents and avoid the payment of the amounts otherwise due under this Section 4.10, provided, however, that the Borrower shall be required to pay together with such prepayment of the Loans and all other amounts payable hereundercosts, damages and expenses otherwise due under Section 4.8 of this Agreement.

Capital Adequacy. (a) If after the date of this Agreement, the Agent or any Lender has shall have determined that the adoption or becoming effective, after the date hereof, effectiveness of any applicable law, rule or regulation regarding capital adequacyadequacy of general applicability, or any change therein (after the date hereof)therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such the Agent or any Lender (or its parent corporation) with any 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 comparable agency, has or would have the effect of reducing the rate of return on such the Agent's or any Lender's (or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which the Agent or such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Agent's or such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice from ) by an amount deemed by the Agent or such Lender (which to be material, then from time to time, the Borrower shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy pay to the Agent) the Borrowers shall be obligated to pay to Agent or such Lender such additional amount or amounts as will compensate the Agent or such Lender on an after tax basis for such reduction. (after taking into account applicable deductions and credits in respect b) A certificate of the amount so indemnified) for Agent or such reduction provided that no Lender setting forth such amount or amounts as shall be payable with respect necessary to any period commencing more than 90 days prior compensate the Agent or such Lender as specified in Section 5.14(a) hereof and making reference to the date applicable law, rule or regulation shall be delivered as soon as practicable to the Borrower and shall be prima facie evidence thereof. The Borrower shall pay the Agent or such Lender first notifies the Borrowers amount shown as due on any such certificate within fourteen (14) Business Days after the Agent or such Lender delivers such certificate. In preparing such certificate, the Agent or such Lender may employ such assumptions and allocations of its intention to demand compensation therefor under this Section. Each determination by costs and expenses as it shall in good ▇▇▇▇▇ ▇▇▇▇ reasonable and may use any Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive reasonable averaging and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderattribution method.

Capital Adequacy. If any Lender has determined that the adoption or becoming effective, after the date hereof, hereof any Bank or the Administrative Agent determines that (a) the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein (after the date hereof), or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any 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 such Governmental Authority, central bank or comparable agency, law) has or would have the effect of reducing the rate of return on such Lender's (Bank’s or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder the Administrative Agent’s commitment with respect to any Loans to a level below that which such Lender Bank or (or its parent corporationas the case may be) the Administrative Agent could have achieved but for such adoption, effectivenesschange, change or compliance (taking into consideration such Lender's (Bank’s or parent corporation's) the Administrative Agent’s then existing policies with respect to capital adequacy)adequacy and assuming full utilization of such Entity’s capital) by any amount reasonably deemed by such Bank or (as the case may be) the Administrative Agent to be material, thenthen such Bank 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 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 notice from presentation by such Lender Bank or (which shall include as the basis and calculations case may be) the Administrative Agent of a certificate in reasonable detail supporting accordance with Section 4.8 hereof (but in any case not later than the compensation requested in first to occur of (I) the date one year after such notice)adoption, change, or compliance causing such reduction, and receipt by the Borrowers (II) as to adoptions of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits changes in respect of the amount so indemnified) for such reduction provided that no such amount shall be payable with respect to any period commencing more than 90 days Government Mandates occurring prior to the date such Lender 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 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment repayment of the Loans and the termination of the Commitments the date ninety (90) days after both the payment in full of all other amounts payable hereunderOutstanding Loans and termination of the Commitments). 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 the Borrower under this Section 4.7 shall survive repayment of the Loans and termination of the Commitments.

Capital Adequacy. If If, after the Closing Date, any Lender has shall have determined that the adoption or becoming effective, after the date hereof, implementation of any applicable law, rule or regulation regarding capital adequacyadequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change therein (after the date hereof)therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporationparent) 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 comparable agencyother 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 parent corporationits parent'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 corporationparent) could have achieved but for such adoption, effectivenessimplementation, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice from ) by an amount reasonably deemed by such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice)to be material, and receipt then from time to time, within ten Business Days after demand by the Borrowers of such written notice from such Lender (with a copy to the Administrative Agent) ), the Borrowers Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnifiedor its parent) for such reduction provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date reduction. A certificate of such Lender first notifies the Borrowers of its intention to demand claiming compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.2 shall, 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, be conclusive 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 binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderattribution methods.

Capital Adequacy. If Without limiting any other provision of this Agreement, in the event that any Lender has shall have determined that the adoption or becoming effective, after the date hereof, of any applicable law, rule treaty, governmental (or regulation quasi-governmental) rule, regulation, guideline or order regarding capital adequacyadequacy not currently in effect or fully applicable as of the Closing Date, or any change therein (after the date hereof), or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration application thereof, or compliance by such Lender (or its parent corporation) with any 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 such Governmental Authority, from a central bank or comparable agencyGovernmental Authority or body having jurisdiction, has does or would shall have the effect of reducing the rate of return on the capital of such Lender's (Lender or parent corporation's) capital any corporation owning or assets controlling such Lender as a consequence of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporation) could have achieved but for such adoptionlaw, effectivenesstreaty, rule, regulation, guideline or order, or such change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then within ten (10) days after written notice and demand by such Lender to the Borrower Representative (with copies thereof to the Administrative Agent), then, upon notice from each Borrower agrees to pay such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy additional amounts sufficient to the Agent) the Borrowers shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of for such reduction. Each certificate as to the amount so indemnified) payable under this Section 5.18 (which certificate shall set forth the basis for requesting such reduction provided that no such amount shall be payable with respect to any period commencing more than 90 days prior amounts in reasonable detail), submitted to the date such Lender first notifies the Borrowers of its intention to demand compensation therefor under this Section. Each determination Borrower Representative by any Lender of amounts owing under this Section 4.2 in good faith, shall, absent manifest error, be final, conclusive and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and for all other amounts payable hereunderpurposes.

Capital Adequacy. If If, after the Closing Date, any Lender has shall have determined that the adoption or becoming effective, after the date hereof, implementation of any applicable law, rule or regulation regarding capital adequacyadequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change therein (after the date hereof)therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporationparent) 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 comparable agencyother 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 parent corporationits parent'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 corporationparent) could have achieved but for such adoption, effectivenessimplementation, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice from ) by an amount deemed by such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice)to be material, and receipt then from time to time, within ten Business Days after demand by the Borrowers of such written notice from such Lender (with a copy to the Administrative Agent) ), the Borrowers Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnifiedor its parent) for such reduction provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date reduction. A certificate of such Lender first notifies the Borrowers of its intention to demand claiming compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.2 shall, 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, be conclusive 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 binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderattribution methods.

Capital Adequacy. If any Lender has determined that the adoption or becoming effectivedetermined, after the date hereof, of any applicable law, rule that the adoption or regulation regarding capital adequacythe becoming effective of, or any change therein (after the date hereof)in, or any change in the interpretation or administration thereof by any Governmental Authority, central bank bank, or 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 corporation) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank bank, or 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 (or parent corporation's) ’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change change, or compliance (taking into consideration such Lender's (or parent corporation's) ’s policies with respect to capital adequacy), then, upon notice from such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) Borrower, the Borrowers Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such increased cost or reduction provided that no such in amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrowers of its intention to demand compensation therefor under this Sectionreceived. Each determination by any such Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto. The covenants relevant Lender will, upon request, provide a certificate in reasonable detail as to the amount of such increased cost or reduction in amount received and method of calculation. Upon any Lender’s making a claim for compensation under this Section 4.2 3.08, (i) such Lender shall survive termination use commercially reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of this Credit Agreement 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 such additional payment by the other Credit Documents Borrower which may thereafter accrue, if such change is not otherwise disadvantageous to such Lender, and (ii) the payment of the Loans and all other amounts payable hereunderBorrower may replace such Lender in accordance with Section 3.11.

Capital Adequacy. If at any time any Lender has determined determines that (a) the adoption or becoming effective, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein (after the date hereof)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 Governmental Authoritysuch law, treaty, rule, regulation or order or (c) compliance with any guideline or request or directive from any central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any request or directive regarding capital adequacy other Governmental Authority (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would shall have the effect of reducing the rate of return on such Lender's ’s (or parent corporation'sany corporation controlling such Lender’s) capital or assets as a consequence of its commitments or obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender (or its parent corporation) such corporation could have achieved but for such adoption, effectivenesschange, change compliance or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy)interpretation, then, upon notice demand from such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt time to time by the Borrowers of such written notice from such Lender (with a copy of such demand to the Administrative Agent) ), the Borrowers Borrower shall be obligated to 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 on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction provided that no reduction. A certificate as to such amount amounts submitted to the Borrower and the Administrative Agent by such Lender shall be payable conclusive and binding for all purposes absent manifest error. Notwithstanding the foregoing, no Lender shall be entitled to compensation under this Section 2.15 for any reductions suffered with respect to any period commencing more than 90 days prior to date that such reductions are incurred unless it shall have notified the date such Lender first notifies the Borrowers of its intention to Borrower that it will demand compensation therefor under this Section. Each determination by any Lender of amounts owing for such reductions under this Section 4.2 shall2.15 not more than 120 days after the later of (i) such date and (ii) the date on which it shall have become aware of such reductions; provided, absent manifest error, be conclusive and binding on that the parties hereto. The covenants foregoing shall in no way operate in derogation of the undertaking contained in the last sentence of this Section 4.2 2.15. In the event that any Lender determines that any event or circumstance that will lead to a claim under this Section 2.15 has occurred or will occur, such Lender will use its best efforts to so notify the Borrower; provided, that any failure to provide such notice shall survive termination in no way impair the rights of such Lender to demand and receive compensation under this Credit Agreement and the other Credit Documents and the payment Section 2.15, but without prejudice to any claims of the Loans and all other amounts payable hereunderBorrower for compensation for actual damages sustained as a result of any failure to observe this undertaking.

Capital Adequacy. If If, after the date hereof, any Lender has determined that the adoption or becoming effective, after the date hereof, hereof of any applicable law, rule or regulation regarding capital adequacy, or any change therein (after the date hereof), or any change in the interpretation or administration thereof after the date hereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any request or directive arising after the date hereof regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would will have the effect of reducing the rate of return on such Lender's (or its parent corporation's) company's capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporation) company could have achieved but for such adoption, effectiveness, adoption or change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice from such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice)Lender, and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect its parent company for such reduction; provided, however, that a Lender shall not be entitled to avail itself of the amount so indemnified) for benefit of this Section 3.5 to the extent that any such reduction provided that no such amount shall be payable with respect to any period commencing in return was incurred more than 90 ninety (90) days prior to the date such Lender first notifies time it gives notice to the Borrowers of its intention to demand compensation therefor the relevant circumstances. In determining the additional amount payable under this Section. Each Section 3.5, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided, that such Lender's determination by any Lender of amounts compensation owing under this Section 4.2 3.5 shall, absent manifest error, be final and conclusive and binding on the all parties hereto. The covenants of Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 4.2 3.5, will give prompt written notice thereof to the Borrowers, through the Agent, which notice shall survive termination show the basis for calculation of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereundersuch additional amounts.

Capital Adequacy. If any Lender has determined that the adoption or becoming effective, after the date hereof, any adoption or implementation of any applicable law, rule rule, or regulation regarding capital adequacyadequacy (including, without limitation, any law, rule, or regulation implementing the Basle Accord), or any change therein (after the date hereof)therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency other Governmental Authority charged with the interpretation or administration thereof, or compliance by such a Lender (or its parent corporationparent) with any request guideline, request, or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyother 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 parent corporationits parent'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 corporationparent) could have achieved but for such adoption, effectivenessimplementation, change change, or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice from ) by an amount deemed by such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice)to be material, and receipt then from time to time, within ten Business Days after demand by the Borrowers of such written notice from such Lender (with a copy to the Agent) ), the Borrowers shall be obligated Borrower agrees to pay to such Lender (or its parent) such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction provided that no reduction. Any such amount demand shall be payable with respect to any period commencing more than 90 days prior to the date accompanied by a certificate of such Lender first notifies the Borrowers of its intention to demand claiming compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.2 shall, 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), be conclusive 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 binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderattribution methods.

Capital Adequacy. If at any time any Lender has determined or Tranche B Investor determines that (a) the adoption or becoming effective, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein (after the date hereof)introduction 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 Governmental Authoritysuch law, treaty, rule, regulation or order or (c) compliance with any guideline or request or directive from any central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any request or directive regarding capital adequacy other Governmental Authority (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would shall have the effect of reducing the rate of return on such Lender's or Tranche B Investor's (or parent corporationany corporation controlling such Lender's or Tranche B Investor's) capital or assets as a consequence of its commitments obligations hereunder, under the Tranche B CDs or obligations hereunder 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) corporation could have achieved but for such adoption, effectivenesschange, change compliance or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy)interpretation, then, upon notice demand from time to time by such Lender (which shall include or, through the basis and calculations in reasonable detail supporting the compensation requested in Fronting Lender, such notice), and receipt by the Borrowers of such written notice from such Lender Tranche B Investor (with a copy of such demand to the Agent) Administrative Agent and, in the Borrowers case of a Tranche B Investor, the Fronting Lender), the Borrower shall be obligated to 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 on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) or Tranche B Investor for such reduction provided that no reduction. A certificate as to such amount amounts setting forth in reasonable detail the basis for such demand and a calculation for such amount, shall be payable with respect to any period commencing more than 90 days prior submitted to the date Borrower and the Administrative Agent by such Lender 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 4.2 shall, absent manifest error, or Tranche B Investor and shall be conclusive and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and for all other amounts payable hereunderpurposes absent manifest error.

Capital Adequacy. If any Lender has determined that Change in Directives shall impose, modify or deem applicable any capital adequacy or similar requirement (including without limitation a request or requirement which affects the adoption or becoming effectivemanner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, after the date hereofincluding its obligations hereunder) and as a result thereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein (after the date hereof), or any change in the interpretation or administration thereof by any Governmental Authoritysole opinion of such Bank, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's (or parent corporation's) Bank’s capital or assets as a consequence of its commitments or obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Lender (or its parent corporation) Bank could have achieved but for such adoptioncircumstances, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, then upon notice from such Lender to Borrower through Agent, Borrower shall, subject to clause (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice)c) of this Section 2.7, and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated to pay to such Lender Bank such additional amount or amounts as will shall compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) Bank for such reduction provided in rate of return for (i) any Loans that no are outstanding under any Interest Period commencing after such amount shall be payable 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 period commencing more than 90 days prior portion of the affected Bank’s Commitment outstanding with respect to the date period after the end of the calendar month in which such Lender first notifies the Borrowers of its intention Change in Directives becomes effective. If a Bank determines that it may be entitled to demand compensation therefor under this Section. Each determination by claim any Lender of additional amounts owing under pursuant to this Section 4.2 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 as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, absent in the absence of manifest error, be conclusive final and binding on the parties heretoconclusive. The covenants of this Section 4.2 shall survive termination of this Credit Agreement In determining such amount, a Bank may use any reasonable averaging and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderattribution methods.

Capital Adequacy. If at any time any Lender has determined or Counter-Guarantor determines that (a) the adoption of or becoming effectiveany change in or in the interpretation of any law, treaty or governmental rule, regulation or order after the date hereof, of any applicable law, rule or regulation this Agreement regarding capital adequacy, or (b) compliance with any change therein (after the date hereof)such law, treaty, rule, regulation, or order or (c) compliance with any change in the interpretation guideline or administration thereof by request or directive from any Governmental Authority, central bank or comparable agency charged with other Governmental Authority or any accounting board or authority (whether or not a Governmental Authority) which is responsible for the establishment or interpretation of national or administration thereofinternational accounting principles (in each case, or compliance by such Lender (or its parent corporation) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would shall have the effect of reducing the rate of return on such Lender's or Counter-Guarantor's (or parent corporationany corporation controlling such Lender's or Counter-Guarantor's) capital or assets as a consequence of its commitments or obligations hereunder (other than with respect to Taxes) to a level below that which such Lender (Lender, Counter-Guarantor or its parent corporation) corporation could have achieved but for such adoption, effectivenesschange, change compliance or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy)interpretation, then, upon notice demand from time to time by such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender or Counter-Guarantor (with a copy of such demand to the AgentAgent and the Board), the Borrower shall within five (5) the Borrowers shall be obligated to Business Days of such demand pay to the Agent for the account of such Lender or Counter-Guarantor from time to time as specified by such Lender or Counter-Guarantor additional amount or amounts as will sufficient to compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) or Counter-Guarantor for such reduction reduction; provided that no such amount the Borrower shall not be payable with respect required to compensate a Lender or Counter-Guarantor pursuant to this Section 2.10 for any period commencing amounts incurred more than 90 days six (6) months prior to the date of such demand. A certificate as to such amounts submitted to the Borrower (and the Agent and the Board) by such Lender 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 4.2 shall, absent manifest error, or Counter-Guarantor shall be conclusive and binding on for all purposes absent manifest error. Each Lender or Counter-Guarantor shall promptly notify the parties hereto. The covenants Borrower, the Agent and the Board of any event of which such Lender or Counter-Guarantor has knowledge, occurring after the date hereof, which would entitle such Lender or Counter-Guarantor to compensation pursuant to this Section 4.2 2.10 and, in the case of a Lender, will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. For the avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by FASB (including Interpretation No. 46 - Consolidation of Variable Interest Entities) shall survive termination of constitute an adoption, change, request or directive, and any implementation thereof shall be, subject to this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderSection 2.10.

Capital Adequacy. If any Lender has determined that the adoption or becoming effective, after the date hereofAgreement Date, (a) the ---------------- introduction of or any change in or in the interpretation of any applicable law, rule or regulation regarding capital adequacyor (b) compliance by a Lender with any law, rule or regulation or any change therein (after the date hereof), guideline or request from any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any request or directive regarding capital adequacy other governmental authority (whether or not having the force of law) of any such Governmental Authority, central bank adopted or comparable agency, has promulgated after the 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 parent corporation's) capital or assets as a consequence of its Advances hereunder and other commitments or obligations hereunder to a level below that which advances of such Lender (or its parent corporation) could have achieved but for of this type, then, within 30 days after demand by such adoptionLender, effectivenesssubject to Section 11.9, change or compliance (taking into consideration the Borrower shall ------------ immediately pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender with respect to such circumstances, 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 (or parent corporation's) policies with respect Commitments hereunder. A certificate as to capital adequacy), then, upon notice from any additional amounts payable to any Lender under this Section 9.5 submitted to the Borrower by such Lender (which shall include the basis ----------- certify that such amounts were actually incurred by such Lender or corporation controlling such Lender and calculations shall show in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect accounting of the amount so indemnified) for such reduction provided that no payable and the calculations used to determine in good faith such amount and shall be payable with respect to any period commencing more than 90 days prior to the date conclusive absent manifest or demonstrable error. In determining such amount, such Lender first notifies or a corporation controlling such Lender may use any reasonable averaging and attribution methods. Notwithstanding the Borrowers foregoing, nothing in this Section 9.5 shall provide the Borrower or any ----------- Subsidiary of its intention the Borrower the right to demand compensation therefor under this Section. Each determination by inspect the records, files or books of any Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderor any corporation controlling such Lender.

Capital Adequacy. If In the event that any Lender has determined that the adoption or becoming effective, after the date hereof, of change in any applicable law, rule rule, regulation, treaty or regulation regarding capital adequacydirective, or any change therein (after the date hereof), or any change in the interpretation or administration thereof by any Governmental Authoritycourt, central bank bank, governmental authority, agency or instrumentality, or comparable agency (a "Governmental Agency") charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) any Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental AuthorityAgency, central bank reduces or comparable agency, has or would shall have the effect of reducing the rate of return on such Lenderany Buyer's (or parent corporation's) capital or assets the capital of its parent corporation (by an amount such Buyer deems material) as a consequence of its commitments or obligations hereunder Individual Contract Purchase Commitment Amount and/or its undivided percentage ownership interest in the Buyers' Contracts to a level below that which such Lender (Buyer or its parent corporation) corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration account such LenderBuyer's (or policies and the policies of its parent corporation's) policies corporation with respect to capital adequacy), thenthen PDC shall, upon within 30 days after written notice and demand from such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender Buyer (with a copy to the Agent) the Borrowers shall be obligated to ), pay to such Lender such Buyer additional amount or amounts as will sufficient to compensate such Lender on an after tax basis (after taking into account applicable deductions Buyer or its parent corporation for such reduction. Any determination by such Buyer under this Section and credits in respect of any certificate as to the amount so indemnified) for of such reduction provided that no given to PDC by such amount Buyer shall be payable final, conclusive and binding for all purposes, absent error. Each Buyer will promptly notify PDC of any event of which such Buyer has knowledge, occurring after the date hereof, which will entitle such Buyer to compensation pursuant to this 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 any period commencing more than 90 compensation payable pursuant to 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 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 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderBuyer does give such notice.

Capital Adequacy. If any Lender has determined that the adoption or becoming effectiveIf, after the date hereof, the Agent or any Lender shall have determined that either (a) the adoption of any applicable law, rule rule, regulation, or regulation guideline regarding capital adequacy, or any change therein (after the date hereof)therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank bank, or comparable agency charged with with, the interpretation or administration thereof, or (b) compliance by the Agent or such Lender (or its parent corporationany lending office of such Lender) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank bank, or comparable agency, has or would have the effect of reducing the rate of return on such Lender's (or parent corporation's) ’s capital or assets as a consequence of its commitments or Borrower’s obligations hereunder to a level below that which such Lender (or its parent corporation) could have achieved but for such adoption, effectivenesschange, change or compliance (taking into consideration such Lender's (or parent corporation's) ’s policies with respect to capital adequacy), then, upon notice from ) by an amount deemed by such Lender to be material, then from time to time, within fifteen (which 15) days after demand by Lender, Borrower shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated to pay to such Lender such additional amount or amounts as will adequately compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction provided that no such amount shall be payable with respect to reduction. Such Lender or the Agent will promptly notify Borrower of any period commencing more than 90 days prior to event of which it has actual knowledge, occurring after the date thereof, which will entitle such Lender first notifies the Borrowers to compensation pursuant to this Section 2.17. A certificate of its intention to demand such Lender claiming compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.2 shall2.17 and setting forth the additional amount or amounts to be paid to it hereunder, absent together with the description of the manner in which such amounts have been calculated, shall be conclusive in the absence of manifest error. In determining such amount, be conclusive such Lender may use any reasonable averaging and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderattribution methods.

Capital Adequacy. If any Lender has determined that the adoption or becoming effective, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein (after the date hereof), or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's (or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice from such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers Borrower of such written notice from such Lender (with a copy to the Agent) the Borrowers Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction provided 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 first notifies the Borrowers Borrower of its intention to demand compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunder.

Capital Adequacy. If In the event that any Lender has determined Lender, subsequent to the Closing Date, determines in the exercise of its reasonable business judgment that the adoption or becoming effective, after the date hereof, of (x) any change in applicable law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein (after the date hereof), or y) any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (z) compliance by such Lender (or its parent corporation) with any new request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyother governmental or regulatory authority, has or would have the effect of reducing the rate of return on such Lender's (or parent corporation's) ’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) ’s policies with respect to capital adequacy), then, upon notice from ) by an amount deemed material by such Lender (which shall include in the basis and calculations in exercise of its reasonable detail supporting business judgment, the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated Companies agree to pay to such Lender Lender, no later than five (5) days following demand by such Lender, such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction provided that no in rate of return. In determining such amount or amounts, such Lender may use any reasonable averaging or attribution methods. The protection of this Section 8.12 shall be payable available to any Lender regardless of any possible contention of invalidity or inapplicability with respect to any period commencing more than 90 days prior 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 date such Lender 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 4.2 shallCompanies, absent manifest error, shall be conclusive and binding on each Company absent manifest error. In the parties hereto. The covenants of event a Lender exercises its rights pursuant to this Section 4.2 8.12, and subsequent thereto determines that the amounts paid by the Companies exceeded the amount which such Lender actually required to compensate such Lender for any reduction in rate of return on its capital, such excess shall be returned to the Companies by such Lender. This indemnification shall survive the termination of this Credit Financing Agreement and the other Credit Documents payment and the payment satisfaction of the Loans and all other amounts payable hereunderObligations.

Capital Adequacy. (a) If any Lender has determined that the adoption or becoming effective, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein (after the date hereof)therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) any Participant with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, in each case made subsequent to the Documentation Date has or would will have the effect of reducing the rate of return on such Lenderany Participant's (or its parent corporation's) company's capital or assets by a material amount, as a consequence of its commitments or obligations hereunder to a level below that which such Lender (Participant or its parent corporation) company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such LenderParticipant's (or its parent corporation's) company's policies with respect to capital adequacy), then, upon notice from such Lender (which Participant, the Lessee shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated to pay to such Lender Participant such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions Participant and credits in respect of the amount so indemnified) its parent company for such reduction provided (it being understood that no such amount 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). All payments required by this Section 13.11 shall be payable 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 reduced return unless such Participant gives notice thereof to the Lessee in accordance with respect this Section 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 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 demanded by such Participant and a reasonably detailed explanation of the calculation thereof. Such a certificate as to any period commencing more than 90 days prior additional amounts payable pursuant to this clause submitted by such Participant, through the Administrative Agent and/or the Agent Certificate Holder, to the date such Lender first notifies Lessee shall be conclusive in the Borrowers absence of its intention to demand compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto. The covenants of this Section 4.2 This covenant shall survive the termination of this Credit Participation Agreement and the other Credit Operative Documents and the payment of the Loans 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 claim for compensation pursuant to this Section 13.11, including, without limitation, a change in the office of such Participant at which its obligations related to 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 such claim for compensation shall not be eliminated or waived, the Lessee shall have the right to 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 owed to it hereunder.

Capital Adequacy. If any Lender has determined that the adoption or becoming effective, after the date hereof, hereof any Bank or the ---------------- Administrative Agent determines that (a) the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein (after the date hereof), or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any 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 such Governmental Authority, central bank or comparable agency, law) has or would have the effect of reducing the rate of return on such LenderBank's (or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder the Administrative Agent's commitment with respect to any Loans to a level below that which such Lender (Bank or its parent corporation) the Administrative Agent could have achieved but for such adoption, effectivenesschange, change or compliance (taking into consideration such LenderBank's (or parent corporation's) the Administrative Agent's then existing policies with respect to capital adequacy)adequacy and assuming full utilization of such Entity's capital) by any amount reasonably deemed by such Bank or (as the case may be) the Administrative Agent to be material, thenthen such Bank 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 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 notice from presentation by such Lender Bank or (which shall include as the basis 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 calculations in reasonable detail supporting the compensation requested in eighty (180) days after such notice)adoption, change, or compliance causing such reduction, and receipt by the Borrowers (II) as to adoptions of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits changes in respect of the amount so indemnified) for such reduction provided that no such amount shall be payable with respect to any period commencing more than 90 days Government Mandates occurring prior to the date such Lender 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 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment 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 payable owing to such Bank under the Loan Documents and terminate (in full and not in part) such 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 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 efforts would be likely to result in the Bank (or its lending office or affiliate) suffering 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. Subject to the terms specified above in this Section 4.7, the obligations of the Borrower under this Section 4.7 shall survive repayment of the Loans and termination of the Commitments.

Capital Adequacy. If If, after the Closing Date, any Lender has shall have determined that the adoption or becoming effective, after the date hereof, implementation of any applicable law, rule or regulation regarding capital adequacyadequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change therein (after the date hereof)therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporationparent) 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 comparable agencyother 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 parent corporationits parent'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 corporationparent) could have achieved but for such adoption, effectivenessimplementation, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice from ) by an amount reasonably deemed by such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice)to be material, and receipt then from time to time, within ten Business Days after demand by the Borrowers of such written notice from such Lender (with a copy to the Administrative Agent) ), the Borrowers shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnifiedor its parent) for such reduction provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date reduction. A certificate of such Lender first notifies the Borrowers of its intention to demand claiming compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.2 shall, 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, be conclusive 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 binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderattribution methods.

Capital Adequacy. If any Lender has determined that the adoption or becoming effective, after the date hereofAgreement Date, (a) the introduction of or any change in or in the interpretation of any applicable law, rule or regulation regarding capital adequacyor (b) compliance by a Lender with any law, rule or regulation or any change therein (after the date hereof), guideline or request from any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any request or directive regarding capital adequacy other governmental authority (whether or not having the force of law) of any such Governmental Authority, central bank adopted or comparable agency, has promulgated after the 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 parent corporation's) capital or assets as a consequence of its Advances hereunder and other commitments or obligations hereunder to a level below that which advances of such Lender (or its parent corporation) could have achieved but for of this type, then, within 30 days after demand by such adoptionLender, effectivenesssubject to Section 11.9, change or compliance (taking into consideration the Borrower shall immediately pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender with respect to such circumstances, 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 (or parent corporation's) policies with respect Commitments hereunder. A certificate as to capital adequacy), then, upon notice from any additional amounts payable to any Lender under this Section 9.5 submitted to the Borrower by such Lender (which shall include the basis certify that such amounts were actually incurred by such Lender or corporation controlling such Lender and calculations shall show in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect accounting of the amount so indemnified) for such reduction provided that no payable and the calculations used to determine in good faith such amount and shall be payable with respect to any period commencing more than 90 days prior to the date conclusive absent manifest or demonstrable error. In determining such amount, such Lender first notifies or a corporation controlling such Lender may use any reasonable averaging and attribution methods. Notwithstanding the Borrowers foregoing, nothing in this Section 9.5 shall provide the Borrower or any Subsidiary of its intention the Borrower the right to demand compensation therefor under this Section. Each determination by inspect the records, files or books of any Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderor any corporation controlling such Lender.

Capital Adequacy. If any Lender has shall have determined that the adoption or becoming effective, after the date hereof, Effective Date or effectiveness after the Effective Date (whether or not previously announced) of any applicable law, rule rule, regulation or regulation treaty regarding capital adequacy, or any change therein (after the date hereof)Effective Date, or any change in the interpretation or administration thereof after the Effective Date by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such any Lender (or its parent corporation) with any 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 comparable agency, agency has or would have the effect of reducing the rate of return on such Lender's (or parent corporation's) capital or assets as a consequence of its commitments obligations hereunder, under the Letters of Credit, the Notes or obligations hereunder other Obligations held by it to a level below that which such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy)) by an amount deemed by such Lender to be material, thenthen from time to time, upon notice from such Lender (which shall include satisfaction of the basis and calculations conditions precedent set forth in reasonable detail supporting the compensation requested in such notice)this Section, and receipt after demand by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers as provided below, Borrower shall be obligated pay (subject to pay SECTION 11.7 hereof) to such Lender such additional amount or amounts as will compensate such Lender on an after tax for such reduction. The certificate of any Lender setting forth such amount or amounts as shall be necessary to compensate it and the basis (after taking into account applicable deductions thereof and credits in respect of 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 so indemnifiedshown as due on any such certificate within five (5) for Business Days after the delivery of such reduction provided that no certificate. In preparing such amount certificate, a Lender may employ such assumptions and allocations of costs and expenses as it shall be payable with respect to in good faith deem reasonable and may use any period commencing more than 90 days prior to the date such Lender 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 4.2 shall, absent manifest error, be conclusive reasonable averaging and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunder.attribu▇▇▇▇ ▇▇▇▇▇d.

Capital Adequacy. If any Lender has determined that the adoption or becoming effectiveIf, after the date hereofClosing Date, of any applicable lawadoption of, rule or regulation regarding capital adequacy, or any change therein (after the date hereof), to or any change in the interpretation or administration thereof of any Governmental Rule by any Governmental Authority, central bank Person exercising control over banks or comparable agency charged with the interpretation financial institutions generally or administration thereof, or compliance by such Lender (or its parent corporation) with any request or directive regarding capital adequacy court (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has affects or would have affect the effect amount of reducing capital required or expected to be maintained by any Bank or any corporation controlling such Bank (a "Capital Adequacy Event"), and the result of such Capital Adequacy Event is to reduce the rate of return on capital of such Lender's (Bank or parent corporation's) the capital or assets of any corporation controlling such Bank as a consequence of its commitments or obligations hereunder thereof to a level below that which such Lender (or its parent corporation) Bank could have achieved but for such adoption, effectiveness, change or compliance Capital Adequacy Event (taking into consideration such LenderBank's (or parent corporation's) policies with respect to capital adequacy)) by an amount which such Bank deems to be material, then, upon notice from such Lender (which Bank shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy promptly deliver to the Agent) Borrower and the Borrowers shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect Agent a statement of the amount so indemnified) necessary to compensate such Bank for such the reduction provided that no such amount 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 be payable with respect determine the Capital Compensation Amount in good faith, using reasonable attribution and averaging methods. Each Bank shall, from time to any period commencing more than 90 days prior time, furnish to the date such Lender first notifies Borrower and the Borrowers of its intention Agent a certificate as to demand compensation therefor under this Sectionthe amount so determined. Each determination by any Lender of amounts owing under this Section 4.2 Such certificate shall, absent in the absence of manifest error, be conclusive and binding on as to the parties heretoamount thereof. Such amount shall be due and payable by the Borrower to such Bank ten (10) days after such notice is given. As soon as practicable after any Capital Adequacy Event, such Bank shall submit to the Borrower and the Agent estimates of the Capital Compensation Amounts that would be payable as a function of such Bank's commitments hereunder. The covenants of Borrower's obligations under this Section 4.2 2.7 shall survive the termination of this Credit Agreement and the other Credit Documents and the payment repayment of the Loans and all other amounts payable hereunderBank Indebtedness.

Capital Adequacy. If any Lender has determined or Issuing Lender determines that the adoption or becoming effectiveeffectiveness, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein (after the date hereof)therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender (or its parent corporation) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's ’s or Issuing Lender’s (or parent corporation's’s) capital or assets as a consequence of its commitments or obligations hereunder to any Borrower to a level below that which such Lender or Issuing Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's ’s or Issuing Lender’s (or parent corporation's’s) policies with respect to capital adequacy), then, upon notice from such Lender (which or Issuing Lender, the relevant Borrower shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated to 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 on an after tax basis or Issuing Lender (after taking into account applicable deductions and credits in respect of the amount so indemnifiedor its parent corporation) for such 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 first notifies the Borrowers of its intention to demand compensation therefor under this Sectionreduction. Each determination by any such Lender or Issuing Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunder.

Capital Adequacy. If If, after the Restatement Effective Date, any Lender has shall have determined that the adoption or becoming effective, after the date hereof, implementation of any applicable law, rule or regulation regarding capital adequacyadequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change therein (after the date hereof)therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporationparent) 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 comparable agencyother 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 parent corporationits parent'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 corporationparent) could have achieved but for such adoption, effectivenessimplementation, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice from ) by an amount deemed by such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice)to be material, and receipt then from time to time, within ten Business Days after demand by the Borrowers of such written notice from such Lender (with a copy to the Administrative Agent) ), the Borrowers Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnifiedor its parent) for such reduction provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date reduction. A certificate of such Lender first notifies the Borrowers of its intention to demand claiming compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.2 shall, 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 conclusive and binding on 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 120 days prior to such Lender's request for such additional amounts, provided that the parties hereto. The covenants foregoing provisions of this sentence shall not apply to additional amounts attributable to any such change as is described in the first sentence of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunder4.6 which takes effect retroactively.

Capital Adequacy. (a) If after the date of this Agreement, the Agent or any Lender has shall have determined that the adoption or becoming effective, after the date hereof, effectiveness of any applicable law, rule or regulation regarding capital adequacyadequacy of general applicability, or any change therein (after the date hereof)therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such the Agent or any Lender (or its parent corporation) with any 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 comparable agency, has or would have the effect of reducing the rate of return on such the Agent’s or any Lender's (or parent corporation's) ’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which the Agent or such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Agent’s or such Lender's (or parent corporation's) ’s policies with respect to capital adequacy), then, upon notice from ) by an amount deemed by the Agent or such Lender (which to be material, then from time to time, the Borrower shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy pay to the Agent) the Borrowers shall be obligated to pay to Agent or such Lender such additional amount or amounts as will compensate the Agent or such Lender on an after tax basis for such reduction. (after taking into account applicable deductions and credits in respect b) A certificate of the amount so indemnified) for Agent or such reduction provided that no Lender setting forth such amount or amounts as shall be payable with respect necessary to any period commencing more than 90 days prior compensate the Agent or such Lender as specified in Section 5.14(a) hereof and making reference to the date applicable law, rule or regulation shall be delivered as soon as practicable to the Borrower and shall be prima facie evidence thereof. The Borrower shall pay the Agent or such Lender first notifies the Borrowers amount shown as due on any such certificate within fourteen (14) Business Days after the Agent or such Lender delivers such certificate. In preparing such certificate, the Agent or such Lender may employ such assumptions and allocations of its intention to demand compensation therefor under this Section. Each determination by costs and expenses as it shall in good ▇▇▇▇▇ ▇▇▇▇ reasonable and may use any Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive reasonable averaging and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderattribution method.

Capital Adequacy. If after the Effective Date any Lender has determined or the Administrative Agent determines that the adoption of or becoming effective, after the date hereof, of change in any applicable law, rule or regulation regarding capital adequacygovernmental rule, or any change therein (after the date hereof)regulation, or any change in the interpretation or administration thereof by any Governmental Authoritypolicy, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any 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 such change in the interpretation or application thereof by a Governmental Authority, central bank or comparable agency, Authority with appropriate jurisdiction has or would have the effect of reducing the rate of return on such Lender's (’s or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder the Administrative Agent’s commitment with respect to any Loans to a level below that which such Lender (or its parent corporation) the Administrative Agent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (’s or parent corporation's) the Administrative Agent’s then existing policies with respect to capital adequacy)adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or (as the case may be) the Administrative Agent to be material, thenthen 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 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 (as the case may be) the Administrative Agent of a certificate in accordance with §3.9 hereof, provided that the Borrower shall not be liable to any Lender or the Administrative Agent for costs incurred more than sixty (60) days prior to receipt by the Borrower of the notice referred to in the immediately preceding sentence from such Lender or (which shall include as the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agentcase may be) the Borrowers Administrative Agent. Each Lender shall be obligated to pay to allocate such Lender such additional amount or amounts as will compensate such Lender cost increases among its customers in good faith and on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such 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 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 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderequitable basis.

Capital Adequacy. If at any time any Lender has determined or Program Support Provider determines that (a) the adoption of or becoming effectiveany change in or in the interpretation of any law, treaty or governmental rule, regulation or order after the date hereof, of any applicable law, rule or regulation this Agreement regarding capital adequacy, or (b) compliance with any change therein (after the date hereof)such law, treaty, rule, regulation, or order or (c) compliance with any change in the interpretation guideline or administration thereof by request or directive from any Governmental Authority, central bank or comparable agency charged with other Governmental Authority or any accounting board or authority (whether or not a Governmental Authority) which is responsible for the establishment or interpretation of national or administration thereofinternational accounting principles (in each case, or compliance by such Lender (or its parent corporation) with any request or directive regarding capital adequacy (whether or not having the 44 force of law) of any such Governmental Authority, central bank or comparable agency, has or would shall have the effect of reducing the rate of return on such Lender's or Program Support Provider's (or parent corporationany corporation controlling such Lender's or Program Support Provider's) capital or assets as a consequence of its commitments or obligations hereunder (other than with respect to Taxes) to a level below that which such Lender (Lender, Program Support Provider or its parent corporation) corporation could have achieved but for such adoption, effectivenesschange, change compliance or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy)interpretation, then, upon notice demand from time to time by such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender or Program Support Provider (with a copy of such demand to the AgentAgent and the Board), the Borrower shall within five (5) the Borrowers shall be obligated to Business Days of such demand pay to the Agent for the account of such Lender or Program Support Provider from time to time as specified by such Lender or Program Support Provider additional amount or amounts as will sufficient to compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) or Program Support Provider for such reduction reduction; provided that no such amount the Borrower shall not be payable with respect required to compensate a Lender or Program Support Provider pursuant to this Section 2.10 for any period commencing amounts incurred more than 90 days six (6) months prior to the date of such demand. A certificate as to such amounts submitted to the Borrower (and the Agent and the Board) by such Lender 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 4.2 shall, absent manifest error, or Program Support Provider shall be conclusive and binding on for all purposes absent manifest error. Each Lender or Program Support Provider shall promptly notify the parties hereto. The covenants Borrower, the Agent and the Board of any event of which such Lender or Program Support Provider has knowledge, occurring after the date hereof, which would entitle such Lender or Program Support Provider to compensation pursuant to this Section 4.2 2.10 and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Program Support Provider, be otherwise disadvantageous to it. For the avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by FASB (including Interpretation No. 46 - Consolidation of Variable Interest Entities) shall survive termination of constitute an adoption, change, request or directive, and any implementation thereof shall be, subject to this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderSection 2.10.

Capital Adequacy. If any Lender has determined that the adoption or becoming effective, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein (after the date hereof), or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's ’s (or parent corporation's’s) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's ’s (or parent corporation's’s) policies with respect to capital adequacy), then, upon notice from such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers Borrower of such written notice from such Lender (with a copy to the Agent) the Borrowers Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax 43 Spectra Energy Partners OLP, LP basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction provided 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 first notifies the Borrowers Borrower of its intention to demand compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunder.

Capital Adequacy. If any Lender has reasonably determined that the adoption or the becoming effective, effective after the date hereof, of any applicable law, rule or regulation regarding capital adequacyhereof of, or any change therein (after the date hereof)in, or any change in after the interpretation or administration thereof date hereof by any Governmental Authority, central bank or 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 corporation) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's (or including, for purposes hereof, the parent corporation'scompany of such Lender) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice from such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) Borrower, the Borrowers Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such 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 first notifies the Borrowers of its intention to demand compensation therefor under this Sectionreduction. Each determination by any such Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto. The covenants If the Borrower or any Crescent Guarantor is required to pay additional amount to or for the account of any Lender pursuant to this Section 4.2 shall survive termination 3.6, then such Lender will agree to use reasonable efforts to change the jurisdiction of this Credit Agreement and its Applicable Lending Office so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the other Credit Documents and the payment judgment of the Loans and all other amounts payable hereundersuch Lender, is not otherwise disadvantageous to such Lender.

Capital Adequacy. If In the event that any Lender has determined Lender, subsequent to the Closing Date, determines in the exercise of its reasonable business judgment that the adoption (x) any change in applicable Law, rule, regulation or becoming effective, after the date hereof, of any applicable law, rule or regulation guideline regarding capital adequacy, or any change therein (after the date hereof), or y) any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (z) compliance by such Lender (or its parent corporation) with any new request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyother governmental or regulatory authority, has or would have the effect of reducing the rate of return on such Lender's (or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice from ) by an amount deemed material by such Lender (which shall include in the basis and calculations in exercise of its reasonable detail supporting the compensation requested in such notice)business judgment, and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated agree to pay to such Lender Lender, no later than five (5) days following demand by such Lender, such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction in rate of return; provided that no notwithstanding anything in this Agreement to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by 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 a "change in applicable Law", regardless of the date enacted, adopted or issued. In determining such amount or amounts, such Lender may use any reasonable averaging or attribution methods. The protection of this Section 5.9 shall be payable available to any Lender regardless of any possible contention of invalidity or inapplicability with respect to any period commencing more than 90 days prior the applicable Law, regulation or condition. A certificate of a Lender setting forth such amount or amounts as shall be necessary to the date compensate such Lender first notifies the Borrowers of its intention with respect to demand compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.2 shall5.9 and the calculation thereof, absent manifest errorwhen delivered to Borrowers, shall be conclusive and binding on each Borrower absent manifest error. In the parties hereto. The covenants of event a Lender exercises its rights pursuant to this Section 4.2 5.9, and subsequent thereto determines that the amounts paid by Borrowers exceeded the amount which such Lender actually required to compensate such Lender for any reduction in rate of return on its capital, such excess shall survive termination be returned to Borrowers by such Lender. Failure or delay on the part of any Lender to demand compensation pursuant to this Credit Agreement and the other Credit Documents and the payment Section 5.9 shall not constitute a waiver of the Loans and all other amounts payable hereunder.such Lender's right to demand such compensation. ​ ​ ​

Capital Adequacy. If any Lender has determined that the adoption or becoming effectivedetermined, after the date hereof, of any applicable law, rule that the adoption or regulation regarding capital adequacythe becoming effective of, or any change therein (after the date hereof)in, or any change in the interpretation or administration thereof by any Governmental Authority, central bank bank, or 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 corporation) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank bank, or 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 (or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change change, or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice from such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) Borrower, the Borrowers Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such increased cost or reduction provided that no such in amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrowers of its intention to demand compensation therefor under this Sectionreceived. Each determination by any such Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto. The covenants relevant Lender will, upon request, provide a certificate in reasonable detail as to the amount of such increased cost or reduction in amount received and method of calculation. Upon any Lender's making a claim for compensation under this Section 4.2 3.08, (i) such Lender shall survive termination use commercially reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of this Credit Agreement 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 such additional payment by the other Credit Documents Borrower which may thereafter accrue, if such change is not otherwise disadvantageous to such Lender, and (ii) the payment of the Loans and all other amounts payable hereunderBorrower may replace such Lender in accordance with Section 3.11.

Capital Adequacy. If In the event that any Lender has determined Lender, subsequent to the Closing Date, determines in the exercise of its reasonable business judgment that the adoption (x) any change in applicable Law, rule, regulation or becoming effective, after the date hereof, of any applicable law, rule or regulation guideline regarding capital adequacy, or any change therein (after the date hereof), or y) any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (z) compliance by such Lender (or its parent corporation) with any new request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyother governmental or regulatory authority, has or would have the effect of reducing the rate of return on such Lender's (or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice from ) by an amount deemed material by such Lender (which shall include in the basis and calculations in exercise of its reasonable detail supporting the compensation requested in such notice)business judgment, and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated agree to pay to such Lender Lender, no later than five (5) days following demand by such Lender, such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction in rate of return; provided that no notwithstanding anything in this Agreement to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by 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 a "change in applicable Law", regardless of the date enacted, adopted or issued. In determining such amount or amounts, such Lender may use any reasonable averaging or attribution methods. The protection of this Section 5.9 shall be payable available to any Lender regardless of any possible contention of invalidity or inapplicability with respect to any period commencing more than 90 days prior the applicable Law, regulation or condition. A certificate of a Lender setting forth such amount or amounts as shall be necessary to the date compensate such Lender first notifies the Borrowers of its intention with respect to demand compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.2 shall5.9 and the calculation thereof, absent manifest errorwhen delivered to Borrowers, shall be conclusive and binding on each Borrower absent manifest error. In the parties hereto. The covenants of event a Lender exercises its rights pursuant to this Section 4.2 5.9, and subsequent thereto determines that the amounts paid by Borrowers exceeded the amount which such Lender actually required to compensate such Lender for any reduction in rate of return on its capital, such excess shall survive termination be returned to Borrowers by such Lender. Failure or delay on the part of any Lender to demand compensation pursuant to this Credit Agreement and the other Credit Documents and the payment Section 5.9 shall not constitute a waiver of the Loans and all other amounts payable hereundersuch Lender's right to demand such compensation.

Capital Adequacy. If In the event that any Lender has determined Lender, subsequent to the Closing Date, determines in the exercise of its reasonable business judgment that the adoption or becoming effective, after the date hereof, of (x) any change in applicable law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein (after the date hereof), or y) any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (z) compliance by such Lender (or its parent corporation) with any new request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyother governmental or regulatory authority, has or would have the effect of reducing the rate of return on such Lender's (or parent corporation's) ’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) ’s policies with respect to capital adequacy), then, upon notice from ) by an amount deemed material by such Lender (which shall include in the basis and calculations in exercise of its reasonable detail supporting business judgment, the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated Companies agree to pay to such Lender Lender, no later than five (5) days following demand by such Lender, such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction provided that no in rate of return. In determining such amount or amounts, such Lender may use any reasonable averaging or attribution methods. The protection of this Section 8.9 shall be payable available to any Lender regardless of any possible contention of invalidity or inapplicability with respect to any period commencing more than 90 days prior 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 8.9 and the calculation thereof, when delivered to the date such Lender 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 4.2 shallCompanies, absent manifest error, shall be conclusive and binding on each Company absent manifest error. In the parties hereto. The covenants of event a Lender exercises its rights pursuant to this Section 4.2 8.9, and subsequent thereto determines that the amounts paid by the Companies exceeded the amount which such Lender actually required to compensate such Lender for any reduction in rate of return on its capital, such excess shall survive termination of this Credit Agreement and be promptly returned to the other Credit Documents and the payment of the Loans and all other amounts payable hereunderCompanies by such Lender.

Capital Adequacy. If any Lender has determined or Issuing Lender determines that the adoption or becoming effectiveeffectiveness, after the date hereof, of any applicable law, rule or regulation regarding capital adequacyadequacy or liquidity, or any change therein (after the date hereof)therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender (or its parent corporation) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's ’s or Issuing Lender’s (or parent corporation's’s) capital or assets as a consequence of its commitments or obligations hereunder to the Borrower to a level below that which such Lender or Issuing Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's ’s or Issuing Lender’s (or parent corporation's’s) policies with respect to capital adequacyadequacy or liquidity), then, upon notice from such Lender (which or Issuing Lender, the Borrower shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated to 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 on an after tax basis or Issuing Lender (after taking into account applicable deductions and credits in respect of the amount so indemnifiedor its parent corporation) for such 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 first notifies the Borrowers of its intention to demand compensation therefor under this Sectionreduction. Each determination by any such Lender or Issuing Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunder.

Capital Adequacy. If If, after the Effective Date, any Lender has ---------------- shall have determined that the adoption or becoming effective, after the date hereof, implementation of any applicable law, rule or regulation regarding capital adequacyadequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change therein (after the date hereof)therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporationparent) 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 comparable agencyother 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 parent corporationits parent'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 corporationparent) could have achieved but for such adoption, effectivenessimplementation, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice from ) by an amount reasonably deemed by such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice)to be material, and receipt then from time to time, within ten Business Days after demand by the Borrowers of such written notice from such Lender (with a copy to the Administrative Agent) ), the Borrowers Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnifiedor its parent) for such reduction provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date reduction. A certificate of such Lender first notifies the Borrowers of its intention to demand claiming compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.2 shall, 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 conclusive and binding on 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 120 days prior to such Lender's request for such additional amounts, provided that the parties hereto. The covenants foregoing provisions of this Section 4.2 sentence shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other not apply to additional amounts payable hereunderattributable to any Regulatory Change which takes effect retroactively.

Capital Adequacy. If With respect to any Lender has determined that the adoption Borrowing or becoming effectiveLC, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or if any change therein (after the date hereof)in any present Law, or any change in the interpretation or administration thereof application of any present Law, or any future Law regarding capital adequacy, or if compliance by Issuing Lender or any Lender with any request, directive, or requirement imposed in the future by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofTribunal regarding capital adequacy, or compliance by such Lender (if any change in its written policies or its parent corporation) with in the risk category of this transaction, in any request CREDIT AGREEMENT of the foregoing events or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authoritycircumstances, central bank or comparable agency, has or would have the effect of reducing reduces the rate of return on such Lender's (or parent corporation's) its capital or assets as a consequence of its commitments or obligations hereunder under this agreement to a level below that which such Lender (or its parent corporation) it otherwise could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) its policies with respect to capital adequacy) by an amount deemed by it to be material (and it may, in determining the amount, utilize reasonable assumptions and allocations of costs and expenses and use any reasonable averaging or attribution method), then, upon notice from such then (unless the effect is already reflected in the rate of interest then applicable under this agreement) Administrative Agent or that Lender (which through Administrative Agent) shall include the basis notify Borrower and calculations deliver to Borrower a certificate setting forth in reasonable detail supporting the compensation requested in such noticecalculation of the amount necessary to compensate it (which certificate is conclusive and binding absent manifest error), and receipt by Borrower shall pay that amount to Administrative Agent or that Lender within five (5) Business Days after demand. Notwithstanding the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers foregoing sentence, Borrower shall not be obligated to pay to such amount unless notice thereof is given within ninety (90) Business Days after any such Lender actually incurs such additional amount or amounts reduction in its return. Lenders are not aware of any event which would so reduce their rate of return as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnifieddate hereof. If any such event giving rights to a demand by any Lender for compensation under this SECTION 3.16(b) for such reduction provided that no such amount shall be payable occurs specifically with respect to any period commencing such Lender, and generally with respect to national banks similarly situated for loans of the same classification, Borrower may elect to prepay the Obligation in full within one hundred twenty (120) days after receipt of the above-described certificate from Administrative Agent by giving written notice to Administrative Agent or that Lender through Administrative Agent) of such election not more than 90 days prior to five (5) Business Days after receipt of such certificate from Administrative Agent; provided, however, that if Borrower does not prepay the date Obligation within such Lender first notifies the Borrowers of its intention to demand compensation therefor under 120-day period despite having given such notice, this Section. Each determination by any Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive agreement shall remain in full force and binding on the parties heretoeffect as if such notice was never given. The covenants provisions of and undertakings and indemnification in this Section 4.2 CLAUSE (B) shall survive the satisfaction and payment of the Obligation and termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderagreement.

Capital Adequacy. If any Lender has determined shall determine that the adoption of any applicable law, rule, regulation or becoming effective, treaty regarding capital adequacy after the date hereof, of or any applicable law, rule or regulation regarding capital adequacychange therein after the date hereof, or any change therein (after the date hereof), or any change hereof in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such any Lender (or its parent corporationApplicable Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or 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 parent corporation'sa “Parent”) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporationParent) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) its policies with respect to capital adequacy), then, upon notice from ) by an amount deemed by such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice)to be material, and receipt then from time to time, within 15 days after demand by the Borrowers of such written notice from such Lender (with a copy to the Administrative Agent) ), the Borrowers Company shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction reduction. A statement of any Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error; provided that no the determination thereof is made on a reasonable basis; and provided further that the Company shall not be obligated to compensate such amount shall be payable with respect to Lender for any period commencing such reduction occurring more than 90 180 days prior to the date time such Lender first notifies the Borrowers Company of its intention to demand compensation therefor under this Sectionsuch adoption, implementation, change or compliance. Each determination by In determining such amount, such Lender may use any Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive reasonable averaging and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderattribution methods.

Capital Adequacy. If With respect to any Lender has determined that the adoption or becoming effectiveBorrowing, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or if any change therein (after the date hereof)in any present Law, or any change in the interpretation or administration thereof application of any present Law, or any future Law regarding capital adequacy, or if compliance by any Governmental AuthorityLender with any request, central bank or comparable agency charged with the interpretation or administration thereofdirective, or compliance requirement imposed in the future by such Lender (or its parent corporation) with any request or directive Tribunal regarding capital adequacy (whether adequacy, or not having if any change in its written policies or in the force risk category of law) this transaction, in any of any such Governmental Authoritythe foregoing events or circumstances, central bank or comparable agency, has or would have the effect of reducing reduces the rate of return on such Lender's (or parent corporation's) its capital or assets as a consequence of its commitments or obligations hereunder under this Agreement to a level below that which such Lender (or its parent corporation) it otherwise could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) its policies with respect to capital adequacy) by an amount deemed by it to be material (and it may, in determining the amount, utilize reasonable assumptions and allocations of costs and expenses and use any reasonable averaging or attribution method), then, upon notice from such then (unless the effect is already reflected in the rate of interest then applicable under this Agreement) the Administrative Agent or that Lender (which through the Administrative Agent) shall include notify the basis Borrower and calculations deliver to the Borrower a certificate setting forth in reasonable detail supporting the compensation requested in such noticecalculation of the amount necessary to compensate it (which certificate is conclusive and binding absent manifest error), and receipt by the Borrowers of such written notice from such Lender (with a copy Borrower shall pay that amount to the AgentAdministrative Agent or that Lender within five (5) Business Days after demand. Notwithstanding the Borrowers foregoing sentence, the Borrower shall not be obligated to pay to such amount unless notice thereof is given within ninety (90) Business Days after any such Lender actually incurs such additional amount or amounts reduction in its return. The Lenders are not aware of any event which would so reduce their rate of return as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnifieddate hereof. If any such event giving rights to a demand by any Lender for compensation under this SECTION 3.16(b) for such reduction provided that no such amount shall be payable occurs specifically with respect to any period commencing such Lender, and generally with respect to national banks similarly situated for loans of the same classification, the Borrower may elect to prepay the Obligation in full within one hundred twenty (120) days after receipt of the above-described certificate from the Administrative Agent by giving written notice to the Administrative Agent or that Lender through the Administrative Agent) of such election not more than 90 days prior to five (5) Business Days after receipt of such certificate from the date Administrative Agent; provided, however, that if the Borrower does not prepay the Obligation within such Lender first notifies the Borrowers of its intention to demand compensation therefor under 120-day period despite having given such notice, this Section. Each determination by any Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive Agreement shall remain in full force and binding on the parties heretoeffect as if such notice was never given. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunder.provisions of

Capital Adequacy. If at any time any Lender has determined determines that (a) the adoption or becoming effective, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein (after the date hereof)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 Governmental Authoritysuch law, treaty, rule, regulation or order or (c) compliance with any guideline or request or directive from any central bank or comparable agency charged with other Governmental Authority issued after the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any request or directive regarding capital adequacy date hereof (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would shall have the effect of reducing the rate of return on such Lender's ’s (or parent corporation'sany corporation controlling such Lender’s) capital or assets as a consequence of its commitments or obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender (or its parent corporation) such corporation could have achieved but for such adoption, effectivenesschange, change compliance or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy)interpretation, then, upon notice demand from such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt time to time by the Borrowers of such written notice from such Lender (with a copy of such demand to the Administrative Agent) ), the Borrowers shall be obligated to 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 on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction provided that no reduction. A certificate as to such amount amounts submitted to the Parent Borrower and the Administrative Agent by such Lender shall be payable with respect conclusive and binding for all purposes absent manifest error. The Borrowers shall not be required to compensate a Lender pursuant to this Section 2.14 for any period commencing reduced rate of return incurred more than 90 days prior to the date that such Lender first notifies the Borrowers Parent Borrower of its the change in law giving rise to such reduced rate of return and of such Lender’s intention to demand claim compensation therefor under this Sectiontherefor; provided, however, that if the change in law giving rise to such reduction is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof (to the extent that such period of retroactive effect is not already included in such 90-day period). Each determination by any Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunder.Exhibit 10.2 BWP 10-Q 06/30/2009 Exhibit 10.2 -----

Capital Adequacy. If any In the event that the Lender has shall have determined that (a) the adoption or becoming effective, introduction after the date hereof, of this Agreement of any applicable law, treaty, rule or regulation regarding capital adequacy, or any change therein (after the date hereof)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 Governmental Authority, central bank or comparable agency charged with other governmental authority or (c) the interpretation or administration thereof, or compliance by such the Lender (or its parent corporation) 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 such Governmental Authority, central corporation or bank or comparable agencycontrolling the Lender), has or would have the effect of reducing the rate of return on such the Lender's (or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such the Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such the Lender's (or parent corporation's) policies with respect to capital adequacy)) by an amount deemed by the Lender to be material, then, upon notice from such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice)time to time, and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated pay upon demand to pay to such the Lender such additional amount or amounts as will compensate the Lender for such Lender on an after tax basis (after taking into account applicable deductions and credits in respect reduction. 9. Section 4.10 of the amount so indemnified) for Credit Agreement is hereby amended by inserting the following sentence at the end of such reduction provided that no Section: All such amount audits, inspections, examinations, field examinations and appraisals shall be payable with respect to any period commencing more than 90 days prior to in the date such Lender first notifies discretion of the Borrowers of its intention to demand compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.2 shall, absent manifest errorLender, be conclusive conducted by an independent examiner and binding on shall be performed at the parties heretosole cost and expense of the Borrowers. 10. The covenants Section 6.5 of this Section 4.2 shall survive termination of this the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the other Credit Documents and the payment of the Loans and all other amounts payable hereunder.following:

Capital Adequacy. (i) If at any time any Lender has determined determines that (a) the adoption or becoming effective, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein (after the date hereof)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 Governmental Authoritysuch law, treaty, rule, regulation or order or (c) compliance with any guideline or request or directive from any central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any request or directive regarding capital adequacy other Governmental Authority (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would shall have the effect of reducing the rate of return on such Lender's (or parent corporationany corporation controlling such Lender's) capital or assets as a consequence of its commitments or obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender (or its parent corporation) such corporation could have achieved but for such adoption, effectivenesschange, change compliance or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy)interpretation, then, upon notice demand from such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt time to time by the Borrowers of such written notice from such Lender (with a copy of such demand to the Administrative Agent) ), the Borrowers Borrower shall be obligated to 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 on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction provided that no reduction. A certificate as to such amount shall be payable with respect to any period commencing more than 90 days prior amounts submitted to the date Borrower and the Administrative Agent by such Lender 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 4.2 shall, absent manifest error, shall be conclusive and binding on the parties hereto. The covenants of for all purposes absent manifest error. (ii) Any Lender claiming any additional amounts payable pursuant to this Section 4.2 2.14 shall survive termination use its reasonable efforts (consistent with its internal policies and Requirements of this Credit Agreement 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 that would be payable or may thereafter accrue and would not, in the other Credit Documents and the payment sole determination of the Loans and all other amounts payable hereundersuch Lender, be otherwise disadvantageous to such Lender.

Capital Adequacy. If any The affected Lender has determined that shall notify the adoption or becoming effectiveAgent and the Agent shall notify the Borrowers if, after the date hereof, the Agent or any Lender determines that (a) the adoption of or change in any applicable law, rule rule, regulation or regulation guideline regarding capital adequacy, requirements for banks or any change therein (after the date hereof)bank holding companies , or any change in the interpretation or administration application thereof by any Governmental Authority, central bank or comparable agency governmental authority charged with the interpretation or administration thereof, or (b) compliance by any such Lender (Person or its parent corporation) 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 such Governmental Authority, central bank or comparable agency), has or would have the effect of reducing the rate of return on such LenderPerson's (or parent corporation's) such holding company's capital or assets as a consequence of its commitments such Person's commitment to make Loans or obligations issue Letters of Credit hereunder to a level below that which such Lender (Person or its parent corporation) such holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such LenderPerson's (or parent corporation's) such holding company's then existing policies with respect to capital adequacy), then, upon notice adequacy and assuming the full utilization of such entity's capital and excluding any such reduction resulting from such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested a decline in such notice), and receipt Person's capital or capital ratios) by the any amount reasonably deemed by such Person to be material. The Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated agree to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the Agent the amount so indemnified) for of such reduction provided that no of return of capital as and when such reduction is determined, within a reasonable period of time (as determined by such Person in its reasonable discretion), after presentation by the Agent of a statement in the amount and setting forth the Agent's or such Lender's calculation thereof, which statement shall be payable with respect to any period commencing more than 90 days prior to the date such Lender 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 4.2 shall, deemed true and correct absent manifest error. In determining such amount, be conclusive the affected Lender, Issuing Bank or Agent may use any reasonable averaging and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderattribution methods used by such Person in similar circumstances.

Capital Adequacy. If at any time any Lender has determined or Program Support Provider determines that (a) the adoption of or becoming effectiveany change in or in the interpretation of any law, treaty or governmental rule, regulation or order after the date hereof, of any applicable law, rule or regulation this Agreement regarding capital adequacy, or (b) compliance with any change therein (after the date hereof)such law, treaty, rule, regulation, or order or (c) compliance with any change in the interpretation guideline or administration thereof by request or directive from any Governmental Authority, central bank or comparable agency charged with other Governmental Authority or any accounting board or authority (whether or not a Governmental Authority) which is responsible for the establishment or interpretation of national or administration thereofinternational accounting principles (in each case, or compliance by such Lender (or its parent corporation) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would shall have the effect of reducing the rate of return on such Lender's or Program Support Provider's (or parent corporationany corporation controlling such Lender's or Program Support Provider's) capital or assets as a consequence of its commitments or obligations hereunder (other than with respect to Taxes) to a level below that which such Lender (Lender, Program Support Provider or its parent corporation) corporation could have achieved but for such adoption, effectivenesschange, change compliance or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy)interpretation, then, upon notice demand from time to time by such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender or Program Support Provider (with a copy of such demand to the AgentAgent and the Board), the Borrower shall within five (5) the Borrowers shall be obligated to Business Days of such demand pay to the Agent for the account of such Lender or Program Support Provider from time to time as specified by such Lender or Program Support Provider additional amount or amounts as will sufficient to compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) or Program Support Provider for such reduction reduction; provided that no such amount the Borrower shall not be payable with respect required to compensate a Lender or Program Support Provider pursuant to this Section 2.10 for any period commencing amounts incurred more than 90 days six (6) months prior to the date of such demand. A certificate as to such amounts submitted to the Borrower (and the Agent and the Board) by such Lender 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 4.2 shall, absent manifest error, or Program Support Provider shall be conclusive and binding on for all purposes absent manifest error. Each Lender or Program Support Provider shall promptly notify the parties hereto. The covenants Borrower, the Agent and the Board of any event of which such Lender or Program Support Provider has knowledge, occurring after the date hereof, which would entitle such Lender or Program Support Provider to compensation pursuant to this Section 4.2 2.10 and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Program Support Provider, be otherwise disadvantageous to it. For the avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by FASB (including Interpretation No. 46 - Consolidation of Variable Interest Entities) shall survive termination of constitute an adoption, change, request or directive, and any implementation thereof shall be, subject to this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderSection 2.10.

Capital Adequacy. If In the event that any Lender has determined Lender, subsequent to the Restatement Effective Date, determines in the exercise of its reasonable business judgment that the adoption or becoming effective, after the date hereof, of (x) any change in applicable law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein (after the date hereof), or y) any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (z) compliance by such Lender (or its parent corporation) with any new request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyother governmental or regulatory authority, has or would have the effect of reducing the rate of return on such Lender's (or parent corporation's) ’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) ’s policies with respect to capital adequacy), then, upon notice from ) by an amount deemed material by such Lender (which shall include in the basis and calculations in exercise of its reasonable detail supporting the compensation requested in such notice)business judgment, and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated agree to pay to such Lender Lender, no later than five (5) days following demand by such Lender, such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction provided that no in rate of return. In determining such amount or amounts, such Lender may use any reasonable averaging or attribution methods. The protection of this Section 8.12 shall be payable available to any Lender regardless of any possible contention of invalidity or inapplicability with respect to any period commencing more than 90 days prior 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 date Borrowers, shall constitute prima facie evidence of such amount or amounts. In the event a Lender exercises its rights pursuant to this Section 8.12, and subsequent thereto determines that the amounts paid by the Borrowers exceeded the amount which such Lender first notifies actually required to compensate such Lender for any reduction in rate of return on its capital, such excess shall be returned to the Borrowers of its intention to demand compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereundersuch Lender.

Capital Adequacy. (a) If any after the date of this Agreement, the Lender has shall have determined that the adoption or becoming effective, after the date hereof, effectiveness of any applicable appli-cable law, rule or regulation regarding capital adequacy, or any change therein (after the date hereof)therein, or any change in the interpretation or administration adminis-tration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such the Lender (or its parent corporation) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such the Lender's (or parent corporation's) ’s capital or assets as a consequence of its commitments or obligations hereunder under the Credit Documents to a level below that which such the Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such the Lender's (or parent corporation's) ’s policies with respect to capital adequacy), then, upon notice from such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt ) by an amount deemed by the Borrowers of such written notice Lender to be material, then from such Lender (with a copy time to time, the Borrower shall pay to the Agent) the Borrowers shall be obligated to pay to such Lender such additional amount or amounts as will compensate the Lender for such Lender on an after tax basis reduction. (after taking into account applicable deductions and credits in respect b) A certificate of the amount so indemnified) for such reduction provided that no Lender setting forth in reasonable detail the cause and such amount or amounts as shall be payable with respect necessary to any period commencing more than 90 days prior compensate the Lender as speci-fied in Section 2.4(a), detailing the calculation of such amount(s), shall be delivered as soon as practicable to the date such Lender 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 4.2 shallBorrower and shall be conclusive and binding, absent manifest error, be conclusive and binding on the parties hereto. The covenants Borrower shall pay the Lender the amount shown as due on any such certificate within 15 days after the Lender delivers such certificate. In preparing such certi-ficate, the Lender may employ such assumptions and allocations of this Section 4.2 costs and expenses as it shall survive termination of this Credit Agreement in good f▇▇▇▇ ▇▇▇▇ reasonable and the other Credit Documents may use any reasonable averaging and the payment of the Loans and all other amounts payable hereunderattribution method.

Capital Adequacy. (a) If at any time any Lender has determined determines that (a) the adoption or becoming effective, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein (after the date hereof)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 Governmental Authoritysuch law, treaty, rule, regulation or order or (c) compliance with any guideline or request or directive from any central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any request or directive regarding capital adequacy other Governmental Authority (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would shall have the effect of reducing the rate of return on such Lender's (or parent corporationany corporation controlling such Lender's) capital or assets as a consequence of its commitments or obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender (or its parent corporation) such corporation could have achieved but for such adoption, effectivenesschange, change compliance or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy)interpretation, then, upon notice demand from such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt time to time by the Borrowers of such written notice from such Lender (with a copy of such demand 1o the Administrative Agent), the Borrower shall pay to the Agent) Administrative Agent for the Borrowers shall be obligated account of such Lender, from time to pay time as specified by such Lender, additional amounts sufficient to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction provided that no reduction. A certificate as to such amount shall be payable with respect to any period commencing more than 90 days prior amounts submitted to the date Borrower and the Administrative Agent by such Lender 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 4.2 shall, absent manifest error, shall be conclusive and binding on for all purposes absent manifest error. (b) Each Lender will notify the parties heretoBorrower of any change that will entitle such Lender to compensation under clause (a) above as promptly as practicable, but in any event within 180 days after such Lender obtains knowledge thereof; provided, however, that if any Lender fails to give such notice within 180 days after it obtains knowledge of such change, such Lender shall, with respect to compensation payable in respect of any costs resulting from such change, only be entitled to payment for costs incurred from and after 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. The covenants of Any Lender claiming any additional amounts payable pursuant to this Section 4.2 shall survive termination 2.15 agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of this Credit Agreement its Eurodollar Lending Office or make other reasonable efforts to avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the other Credit Documents and the payment reasonable judgment of the Loans and all other amounts payable hereundersuch Lender, be otherwise disadvantageous to such Lender.

Capital Adequacy. If any Lender has determined that Change in Directives shall impose, modify or deem applicable any capital adequacy or similar requirement (including without limitation a request or requirement which affects the adoption or becoming effectivemanner in which any Bank (including the L/C Issuer) allocates capital resources to its commitments, after the date hereofincluding its obligations hereunder) and as a result thereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein (after the date hereof), or any change in the interpretation or administration thereof by any Governmental Authoritysole opinion of such Bank, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such LenderBank's (or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder (including with respect to L/Cs) is or will be reduced to a level below that which such Lender (or its parent corporation) Bank could have achieved but for such adoptioncircumstances, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, then upon notice from such Lender to Borrower through Agent, Borrower shall, subject to clause (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice)c) of this Section 2.7, and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated to pay to such Lender Bank such additional amount or amounts as will shall compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) Bank for such reduction provided in rate of return for (i) any Loans that no are outstanding under any Interest Period commencing after such amount shall be payable 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 period commencing more than 90 days prior portion of the affected Bank's Commitment outstanding with respect to the date period after the end of the calendar month in which such Lender first notifies the Borrowers of its intention Change in Directives becomes effective. If a Bank determines that it may be entitled to demand compensation therefor under this Section. Each determination by claim any Lender of additional amounts owing under pursuant to this Section 4.2 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 as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, absent in the absence of manifest error, be conclusive final and binding on the parties heretoconclusive. The covenants of this Section 4.2 shall survive termination of this Credit Agreement In determining such amount, a Bank may use any reasonable averaging and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderattribution methods.

Capital Adequacy. If any the Lender has determined shall determine that the adoption or becoming effective, after the date hereof, hereof of any applicable law, rule or regulation regarding capital adequacy, or any change therein (after the date hereof), or any change after the date hereof in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such the Lender (or its parent corporation) corporation with any guideline or request or directive issued after the date hereof regarding capital adequacy (whether or nor not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such the Lender's (or the Lender's parent corporation's) 's capital or assets as a consequence of its commitments or the Lender's obligations hereunder to a level below that which such the Lender (or its parent corporation) corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such the Lender's (or parent corporation's) policies with respect to capital adequacy)adequacy and those of the Lender's parent corporation) by an amount deemed to the Lender or its parent corporation to be material, then, upon notice then from such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt time to time on demand by the Borrowers of such written notice from such Lender (with a copy Lender, the Borrower shall pay to the Agent) the Borrowers shall be obligated to pay to such Lender such additional amount or amounts as will compensate the Lender or its parent corporation for such Lender on an after tax basis (after taking into account applicable deductions and credits in respect reduction. Certificates of the amount so indemnified) for such reduction provided that no such amount shall be payable with respect to any period commencing more than 90 days prior Lender sent to the date such Lender first notifies the Borrowers of its intention Borrower from time to demand time claiming compensation therefor under this Section. Each determination by any , stating the reason therefor and setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to the Lender of amounts owing under this Section 4.2 shall, hereunder shall be conclusive absent manifest error. In determining such amounts, be conclusive the Lender or its parent corporation may use any reasonable averaging and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderattribution methods.

Capital Adequacy. If at any time any Lender has determined determines that (a) the adoption or becoming effective, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein (after the date hereof)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 Governmental Authoritysuch law, treaty, rule, regulation or order or (c) compliance with any guideline or request or directive from any central bank or comparable agency charged with other Governmental Authority issued after the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any request or directive regarding capital adequacy date hereof (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would shall have the effect of reducing the rate of return on such Lender's ’s (or parent corporation'sany corporation controlling such Lender’s) capital or assets as a consequence of its commitments or obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender (or its parent corporation) such corporation could have achieved but for such adoption, effectivenesschange, change compliance or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy)interpretation, then, upon notice demand from such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt time to time by the Borrowers of such written notice from such Lender (with a copy of such demand to the Administrative Agent) ), the Borrowers Borrower shall be obligated to 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 on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction provided that no reduction. A certificate as to such amount amounts submitted to the Borrower and the Administrative Agent by such Lender shall be payable with respect conclusive and binding for all purposes absent manifest error. The Borrower shall not be required to compensate a Lender pursuant to this Section 2.14 for any period commencing reduced rate of return incurred more than 90 days prior to the date that such Lender first notifies the Borrowers Borrower of its the change in law giving rise to such reduced rate of return and of such Lender’s intention to demand claim compensation therefor under this Section. Each determination by any Lender therefor; provided, however, that if the change in law giving rise to such reduction is retroactive, then the 90-day period referred to above shall be extended to include the period of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on retroactive effect thereof (to the parties hereto. The covenants extent that such period of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderretroactive effect is not already included in such 90-day period).

Capital Adequacy. If (a) the introduction of or any Lender has determined that change in ---------------- or in the adoption or becoming effective, after the date hereof, interpretation of any applicable law, rule or regulation regarding capital adequacy, after the Agreement Date or (b) compliance by a Lender with any Law or any change therein (after the date hereof), guideline or request from any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any request or directive regarding capital adequacy other governmental authority (whether or not having the force of law) adopted or promulgated after the Agreement Date (including any implementation of any such Governmental Authoritythe Basle Accord or similar guideline or requirement adopted, central bank promulgated or comparable agency, has becoming effective after the Agreement Date) affects 84 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 parent corporation's) capital or assets as a consequence of its Advances hereunder and other commitments or obligations hereunder to a level below that which advances of such Lender (or its parent corporation) could have achieved but for of this type, then, within 10 days after demand by such adoptionLender, effectivenesssubject to Section 11.9, change or compliance (taking into consideration the Borrower shall immediately pay to such Lender, from ------------ time to time as specified by such Lender, additional amounts sufficient to compensate such Lender with respect to such circumstances, 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 (or parent corporation's) policies with respect Commitments hereunder. A certificate as to capital adequacy), then, upon notice from any additional amounts payable to any Lender under this Section 9.5 submitted to the Borrower by such Lender (which shall include the basis certify that such ----------- amounts were actually incurred by such Lender or corporation controlling such Lender and calculations shall show in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect accounting of the amount so indemnified) for such reduction provided that no payable and the calculations used to determine in good faith such amount and shall be payable with respect to any period commencing more than 90 days prior to the date conclusive absent demonstrable error. In determining such amount, such Lender first notifies or a corporation controlling such Lender may use any reasonable averaging and attribution methods. Notwithstanding the Borrowers foregoing, nothing in this Section 9.5 ----------- shall provide the Borrower or any Subsidiary of its intention the Borrower the right to demand compensation therefor under this Section. Each determination by inspect the records, files or books of any Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderor any corporation controlling such Lender.

Capital Adequacy. If In the event that any Lender has determined Lender, subsequent to the Closing Date, determines in the exercise of its reasonable business judgment that the adoption or becoming effective, after the date hereof, of (x) any change in applicable law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein (after the date hereof), or y) any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (z) compliance by such Lender (or its parent corporation) with any new request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyother governmental or regulatory authority, has or would have the effect of reducing the rate of return on such Lender's (or parent corporation's) ’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) ’s policies with respect to capital adequacy), then, upon notice from ) by an amount deemed material by such Lender (which shall include in the basis and calculations in exercise of its reasonable detail supporting business judgment, the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated Companies agree to pay to such Lender Lender, no later than five (5) days following demand by such Lender, such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account for such reduction in rate of return. In determining such amount or amounts, such Lender may use any reasonable averaging or attribution methods. The protection of this Section 8.12 shall be available to any Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable deductions and credits in respect law, regulation or condition. The reasonable determination of a Lender of the amount so indemnified) for such reduction provided that no such amount or amounts as shall be payable necessary to compensate such Lender with respect to any period commencing more than 90 days prior this Section 8.12 and the calculation thereof, when set forth in a written notice and delivered to the date such Lender 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 4.2 shallCompanies, absent manifest error, shall be conclusive and binding on the parties heretoCompanies. The covenants of In the event a Lender exercises its rights pursuant to this Section 4.2 8.12, and subsequent thereto determines that the amounts paid by the Companies exceeded the amount which such Lender actually required to compensate such Lender for any reduction in rate of return on its capital, such excess shall survive termination of this Credit Agreement and be returned to the other Credit Documents and the payment of the Loans and all other amounts payable hereunderCompanies by such Lender.

Capital Adequacy. If any Lender has determined that the adoption or becoming effectiveshall have determined, after that, whether in effect at the date hereofof this Agreement or hereafter in effect, of any applicable law, rule or regulation Law regarding capital adequacyadequacy or liquidity, or any change therein (after the date hereof), or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofLaw, or compliance by such any Lender (or its parent corporationLending Office) with any request or directive regarding capital adequacy or liquidity (whether or not having the force of lawLaw) of any such Governmental Authority, central bank or comparable agency, Authority has or would have the effect of reducing the rate of return on such Lender's ’s capital allocated to the transactions contemplated by this Agreement (or parent corporation's) the capital or assets liquidity of its holding company) as a consequence of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporationholding company) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (’s policies or parent corporation's) the policies of its holding company with respect to capital adequacy), then, upon notice from adequacy and liquidity) by an amount deemed by such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice)to be material, and receipt then from time to time, within 15 days after demand by the Borrowers of such written notice from such Lender (with a copy to the Agent) ), the Borrowers shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnifiedor its holding company) for such reduction provided reduction; provided, that no such amount Lender shall be payable with respect generally assessing such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this Section 3.8. Each Lender will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of any period commencing more than 90 days prior to the date such Lender first notifies the Borrowers of its intention to demand claiming compensation therefor under this Section. Each determination by any Lender of section and setting forth the additional amount or amounts owing under this Section 4.2 shall, absent manifest error, to be paid to it hereunder shall be conclusive and binding on in the parties heretoabsence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. The covenants protection of this Section 4.2 3.8 shall survive termination be available to each Lender regardless of this Credit Agreement and the other Credit Documents and the payment any possible contention of the Loans and all invalidity or inapplicability of the Law or other amounts payable hereundercondition which shall have been imposed.

Capital Adequacy. If (a) In the event that the Agent or any Lender has shall have determined that that(a) the adoption or becoming effective, introduction after the date hereof, Effective Date of this Agreement of any applicable law, treaty, rule or regulation regarding capital adequacy, or any change therein (after the date hereof)Effective Date of this Agreement, or (b) any change after the Effective Date of this Agreement in the interpretation or administration thereof of any law, treaty, rule or regulation by any Governmental Authority, central bank or comparable agency charged with other governmental authority or (c) the interpretation or administration thereof, or compliance by such any Lender (or its parent corporation) 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 Effective Date of this Agreement (for purposes of this Section 3.10, the term “Lender” shall include the Agent or any such Governmental Authority, central Lender and any corporation or bank controlling the Agent or comparable agencyany Lender and the office or branch where the Agent or any Lender (as so defined) makes or maintains any Libor Rate Loans), has or would have the effect of reducing the rate of return on such the Agent or any Lender's (or parent corporation's) ’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which the Agent or such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such the Agent’s and each Lender's (or parent corporation's) ’s policies with respect to capital adequacy)) by an amount deemed by the Agent or any Lender to be material, then, upon notice from such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice)time to time, and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated pay upon demand to pay to the Agent or such Lender such additional amount or amounts as will compensate the Agent or such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction provided that no reduction. In determining such amount or amounts, the Agent or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.10 shall be payable available to the Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to any period commencing more than 90 days prior the applicable law, regulation or condition. (b) A certificate of the Agent or such Lender setting forth such amount or amounts as shall be necessary to compensate the Agent or such Lender with respect to Section 3.10(a) hereof when delivered to the date such Lender 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 4.2 shall, shall be presumed correct absent manifest error, be conclusive and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunder.

Capital Adequacy. If any Lender has determined that the adoption or becoming effectiveSubject to §§4.10 and 4.11 hereof, if after the date hereof, of hereof any applicable law, rule Lender or regulation regarding capital adequacy, or the Administrative Agent determines in good faith that any change therein (after the date hereof), or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Law affecting such Lender (or the Administrative Agent or its parent corporation) with any request or directive holding company, if any, regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank capital or comparable agency, liquidity requirements or ratios has or would have the effect of reducing the rate of return on such Lender's (’s or parent corporation's) the Administrative Agent’s or such holding company’s capital with respect to any Loans or assets as a consequence of its commitments or obligations hereunder Commitments to a level below that which such Lender (or its parent corporation) the Administrative Agent or such holding company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (’s or parent corporation's) the Administrative Agent’s or such holding company’s then existing policies with respect to capital adequacy), then, upon notice from adequacy and liquidity and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or (as the case may be) the Administrative Agent to be material, then 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 Alternate Base Rate, the Borrower agrees to pay such Lender or (as the case may be) the Administrative Agent the amount of such reduction in the return on capital as and when such reduction is determined, within thirty (30) days after presentation by such Lender or (as the case may be) the Administrative Agent of a certificate in accordance with §4.7 hereof which certificate shall be presented within the shorter of such maximum allowable period as permitted by law or such Lender’s internal policies (but no longer than one year or the occurrence of the applicable Maturity Date, if sooner; provided that such Lender or the Administrative Agent may deliver such certificate after the applicable Maturity Date with respect to amounts outstanding prior to the Borrower’s satisfaction of all Obligations). Each Lender shall allocate such cost increases among its customers in good faith and on an equitable basis. For purposes of this §4.6, the term “Lender” shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such 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 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 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderFronting Bank.

Capital Adequacy. If at any Lender has determined that the adoption or becoming effective, time after the date hereofany Lender becomes a party to this Agreement, such Lender determines that the introduction or announcement of any applicable law, rule or regulation regarding capital adequacy, or any change therein (after the date hereof), or any change in the interpretation any applicable law or administration thereof by any Governmental Authoritygovernmental rule, central bank regulation, order, guideline, directive or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any request or directive regarding capital adequacy (whether or not having the force of law) of concerning capital adequacy, or any such Governmental Authoritychange in interpretation or administration thereof by any governmental authority, central bank or comparable agency, has in each case introduced, announced or would changed after such date, will have the effect of reducing increasing the amount of capital required or requested to be maintained by such Lender or any corporation controlling such Lender based on the existence of such Lender's Commitments hereunder or its obligations hereunder, then the Borrower shall pay to such Lender, upon its written demand therefor, such additional amounts as shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return on to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Lender's (or parent corporation's) capital or assets as a consequence determination of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice from such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such 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 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 4.2 1.10(b) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The covenants of Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 4.2 1.10(b), will give prompt written notice thereof to the Borrower, which notice shall survive termination show in reasonable detail the basis for and calculation of such additional amounts, although the failure to give any such notice shall not release or diminish the Borrower's obligation to pay additional amounts pursuant to this Credit Agreement and Section 1.10(b) upon the other Credit Documents and the payment subsequent receipt of the Loans and all other amounts payable hereundersuch notice.

Capital Adequacy. If at any time any Lender has determined determines that (a) the adoption or becoming effective, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein (after the date hereof)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 Governmental Authoritysuch law, treaty, rule, regulation or order or (c) compliance with any guideline or request or directive from any central bank or comparable agency charged with other Governmental Authority issued after the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any request or directive regarding capital adequacy date hereof (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would shall have the effect of reducing the rate of return on such Lender's ’s (or parent corporation'sany corporation controlling such Lender’s) capital or assets as a consequence of its commitments or obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender (or its parent corporation) such corporation could have achieved but for such adoption, effectivenesschange, change compliance or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy)interpretation, then, upon notice demand from such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt time to time by the Borrowers of such written notice from such Lender (with a copy of such demand to the Administrative Agent) ), the Borrowers Borrower shall be obligated to 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 on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction provided that no reduction. A certificate as to such amount amounts submitted to the Borrower and the Administrative Agent by such Lender shall be payable with respect conclusive and binding for all purposes absent manifest error. The Borrower shall not be required to compensate a Lender pursuant to this Section for any period commencing reduced rate of return incurred more than 90 days prior to the date that such Lender first notifies the Borrowers Borrower of its the change in law giving rise to such reduced rate of return and of such Lender’s intention to demand claim compensation therefor under this Section. Each determination by any Lender therefor; provided, however, that if the change in law giving rise to such reduction is retroactive, then the 90-day period referred to above shall be extended to include the period of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on retroactive effect thereof (to the parties hereto. The covenants extent that such period of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderretroactive effect is not already included in such 90-day period).

Capital Adequacy. If The Borrower shall pay directly to each Bank from time to time on request of such Bank such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any Lender has determined costs that it determines are attributable to the adoption maintenance by such Bank (or becoming effectivesuch bank holding company), after the date hereof, of pursuant to any applicable law, rule law or regulation regarding capital adequacy, or any change therein (after the date hereof)interpretation, directive or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any 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 court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing at the national level any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing the Basle Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 CFR Part 208, Appendix A; 12 CFR Part 225, Appendix A) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 CFR Part 3, Appendix A)), of capital in respect of its Commitment, Loans or participation in Letters of Credit (such Governmental Authoritycompensation to include, central bank or comparable agencywithout limitation, has or would have the effect an amount equal to any reduction of reducing the rate of return on assets or equity of such Lender's Bank (or parent corporation'ssuch bank holding company) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender Bank (or its parent corporationsuch bank holding company) could have achieved but for such adoptionlaw, effectivenessregulation, change interpretation, directive or compliance (taking into consideration request). Simultaneously with such LenderBank's (or parent corporation's) policies with respect request for any such amount, the Bank shall submit to capital adequacy), then, upon notice from such Lender (which shall include the basis and calculations Borrower a certificate in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from Bank setting forth the basis for the determination of such Lender (with a copy to the Agent) the Borrowers amount payable under this Section 5.4. Determinations by each Bank for purposes of this Section 5.4 shall be obligated to pay to conclusive in the absence of manifest error. In determining such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions amounts, the Banks may use any reasonable averaging, attribution and credits in respect allocation methods. For purposes of the amount so indemnified) for such reduction provided that no such amount this Section 5.4, "Regulatory Change" shall be payable mean, with respect to any period commencing more than 90 days prior to Bank, any change after the date of this Agreement in Federal, state or foreign law or regulations (including, without limitation, Regulation D) or the adoption or making after such Lender first notifies date of any interpretation, directive or request applying to a class of banks (other than those applying solely to banks formally determined by the Borrowers applicable regulator to be in a financially troubled condition) including such Bank of its intention or under any Federal, state or foreign law or regulations (whether or not having the force of law and whether or not failure to demand compensation therefor under this Section. Each determination comply therewith would be unlawful) by any Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on court or governmental or monetary authority charged with the parties heretointerpretation or administration thereof. The covenants For purposes of this Section 4.2 5.4, "Basle Accord" shall survive termination mean the proposals for risk-based capital framework described by the Basle Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of this Credit Agreement Capital Measurement and the other Credit Documents Capital Standards" dated July 1988, as amended, modified and the payment of the Loans supplemented and all other amounts payable hereunderin effect from time to time or any replacement thereof.

Capital Adequacy. If any Lender has Bank shall have determined that a Regulatory Change resulting in the adoption or becoming effective, after the date hereof, hereof or effectiveness after the date hereof (whether or not previously announced) of any applicable law, rule rule, regulation or regulation treaty regarding capital adequacy, or any change therein (after the date hereof), or any change in the interpretation or administration thereof after the date hereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, or compliance by such Lender any Bank (or its parent corporationApplicable Lending Office) with any request or directive after the date hereof regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, Authority has or would have the effect of reducing the rate of return on such LenderBank's (or parent corporation's) capital or assets as a consequence of its commitments or such Bank's obligations hereunder hereunder, under the 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 corporation) Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such LenderBank's (or parent corporation's) policies with respect to capital adequacy)) by an amount deemed by such Bank to be material, thenthen from time to time, upon notice from satisfaction of the conditions precedent set forth in this Section 6.7, upon demand by such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender Bank (with a copy to the Administrative Agent and the Paying Agent), the Company (subject to Section 13.6 hereof) the Borrowers shall be obligated to pay to such Lender Bank such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) Bank for such reduction provided that no reduction. A certificate as to such amount amounts, submitted to the Company and the Administrative Agent and the Paying Agent by such Bank, setting forth the basis for such Bank's determination of such amounts, shall constitute a demand therefor and shall be payable with respect to any period commencing more than 90 days prior to the date such Lender 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 4.2 shallconclusive and binding for all purposes, absent manifest error, be conclusive and binding on the parties hereto. The covenants Company shall pay the amount shown as due on any such certificate within four (4) Business Days after delivery of this such certificate. Subject to Section 4.2 6.8, in preparing such certificate, a Bank may employ such assumptions and allocations of costs and expenses as it shall survive termination of this Credit Agreement in good faith deem reasonable and the other Credit Documents may use any reasonable averaging and the payment of the Loans and all other amounts payable hereundera▇▇▇▇▇▇▇▇▇▇ method.

Capital Adequacy. If any Lender has determined that the adoption or becoming effectiveIf, after the date hereofof this Agreement, Lender shall ---------------- have determined in good faith that the adoption of any applicable law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein (after the date hereof)therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would will have the effect of reducing the rate of return on such Lender's (or parent corporation's) capital or assets as a consequence in respect of its commitments or obligations hereunder under this Agreement to a level below that which such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice then from such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy time to the Agent) the time Borrowers shall be obligated to jointly and severally pay to such Lender upon demand such additional amount or amounts as will compensate Lender for such reduction. All determinations made in good faith by Lender on an after tax basis (after taking into account applicable deductions and credits of the additional amount or amounts required to compensate Lender in respect of the amount so indemnified) for such reduction provided that no foregoing shall be conclusive in the absence of manifest error. In determining such amount or amounts, Lender may use any reasonable averaging and attribution methods. In the event Lender shall be payable with respect to at any period commencing more than 90 days prior to the date such Lender first notifies the Borrowers of its intention to time demand compensation therefor under this Section. Each determination by any Lender of amounts owing payment under this Section 4.2 shall2.17, absent manifest errorBorrowers may, be conclusive and binding on the parties hereto. The covenants 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 4.2 shall survive 2.17 or Section 2.12) but without obligation to pay the early termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderfee required under Section 2.08(d).

Capital Adequacy. If In the event that Lender, subsequent to the Closing Date, determines in the exercise of its reasonable business judgment that (i) any Lender has determined that the adoption or becoming effective, after the date hereof, of any change in applicable law, rule or regulation Law regarding capital adequacy, or any change therein ; (after the date hereof), or ii) any change in the interpretation or administration thereof by any Governmental Authority, central bank thereof; or comparable agency charged with the interpretation or administration thereof, or (iii) compliance by such Lender (or its parent corporation) with any new request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyother governmental or regulatory authority, has or would have the effect of reducing the rate of return on such Lender's (or parent corporation's) ’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) ’s policies with respect to capital adequacy), then, upon notice from such ) by an amount deemed material by Lender (which shall include in the basis and calculations in exercise of its reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated business judgment. Borrower agrees to pay to such Lender Lender, no later than five (5) calendar days following demand by Lender, such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction provided that no in rate of return. In determining such amount or amounts, Lender may use any reasonable averaging or attribution methods. The protection of this Section 2.2(f) shall be payable available to Lender regardless of any possible contention of invalidity or inapplicability with respect to any period commencing more than 90 days prior the applicable Law. A certificate of Lender setting forth in reasonable detail the change and such amount or amounts as shall be necessary to the date such compensate Lender first notifies the Borrowers of its intention with respect to demand compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.2 shall2.2(f) and the calculation thereof, absent manifest errorwhen delivered to Borrower, shall be conclusive and binding on Borrower absent manifest error. In the parties hereto. The covenants of event Lender exercises its rights pursuant to this Section 4.2 2.2(f), and subsequent thereto determines that the amounts paid by Borrower exceeded the amount which Lender actually required to compensate Lender for any reduction in rate of return on its capital, such excess shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderbe returned to Borrower by Lender.

Capital Adequacy. If In the event that any Lender has determined Lender, subsequent to the Closing Date, determines in the exercise of its reasonable business judgment that the adoption or becoming effective, after the date hereof, of (x) any change in applicable law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein (after the date hereof), or y) any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (z) compliance by such Lender (or its parent corporation) with any new request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyother governmental or regulatory authority, has or would have the effect of reducing the rate of return on such Lender's (or parent corporation's) ’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) ’s policies with respect to capital adequacy), then, upon notice from ) by an amount deemed material by such Lender (which shall include in the basis and calculations in exercise of its reasonable detail supporting business judgment, the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated Companies agree to pay to such Lender Lender, no later than five (5) days following demand by such Lender, such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction provided that no in rate of return. In determining such amount or amounts, such Lender may use any reasonable averaging or attribution methods. The protection of this Section 8.10 shall be payable available to any Lender regardless of any possible contention of invalidity or inapplicability with respect to any period commencing more than 90 days prior 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 8.10 and the calculation thereof, when delivered to the date such Lender 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 4.2 shallCompanies, absent manifest error, shall be conclusive and binding on each Company absent manifest error. In the parties hereto. The covenants of event a Lender exercises its rights pursuant to this Section 4.2 8.10, and subsequent thereto determines that the amounts paid by the Companies exceeded the amount which such Lender actually required to compensate such Lender for any reduction in rate of return on its capital, such excess shall survive termination of this Credit Agreement and be promptly returned to the other Credit Documents and the payment of the Loans and all other amounts payable hereunderCompanies by such Lender.

Capital Adequacy. If In the event that any Lender has determined Lender, subsequent to the Closing Date, determines in the exercise of its reasonable business judgment that the adoption (x) any change in applicable Law, rule, regulation or becoming effective, after the date hereof, of any applicable law, rule or regulation guideline regarding capital adequacy, or any change therein (after the date hereof), or y) any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (z) compliance by such Lender (or its parent corporation) with any new request or directive regarding capital adequacy (whether or not having the force of lawLaw) of any such Governmental Authority, central bank or comparable agencyother governmental or regulatory authority, has or would have the effect of reducing the rate of return on such Lender's (or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice from ) by an amount deemed material by such Lender (which shall include in the basis and calculations in exercise of its reasonable detail supporting the compensation requested in such notice)business judgment, and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated agree to pay to such Lender Lender, no later than five (5) days following demand by such Lender, such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction in rate of return; provided that no notwithstanding anything in this Agreement to the contrary, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by 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 a "change in applicable Law", regardless of the date enacted, adopted or issued. In determining such amount or amounts, such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.6 shall be payable available to any Lender regardless of any possible contention of invalidity or inapplicability with respect to any period commencing more than 90 days prior 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 3.6 and the calculation thereof, when delivered to the date such Lender 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 4.2 shallBorrowers, absent manifest error, shall be conclusive and binding on Borrowers absent manifest error. Each Lender hereby agrees that the parties heretoamounts set forth in such certificate shall reflect such Lender's reasonable allocation, in a nondiscriminatory manner among borrowers having obligations to such Lender similar to those of the Borrowers, of the aggregate of such cost increases or yield reductions resulting from any such change in applicable Law. The covenants of In the event a Lender exercises its rights pursuant to this Section 4.2 3.6, and subsequent thereto reasonably determines that the amounts paid by the Borrowers exceeded the amount which such Lender actually required to compensate such Lender for any reduction in rate of return on its capital, such excess shall survive termination of this Credit Agreement and be promptly returned to the other Credit Documents and the payment of the Loans and all other amounts payable hereunderBorrowers by such Lender.

Capital Adequacy. If In the event that any Lender has determined that the adoption or becoming effectiveLender, after subsequent to the date hereofsuch Lender first became a Lender hereunder, determines in the exercise of its reasonable business judgment that (x) any change in applicable law, rule rule, regulation or regulation guideline regarding capital adequacy, ; or any change therein (after the date hereof), or y) any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or in administration thereof, ; or (z) compliance by such a Lender (or its parent corporation) with any new request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, any governmental or regulatory authority (in each case other than changes relating to Taxes covered by Section 6.12) has or would have the effect of reducing the rate of return on such Lender's (or parent corporation's) capital or assets any corporation controlling such Lender's capital, as the case may be, as a consequence of its commitments or such Lender's obligations hereunder to a level below that which such Lender (or its parent such corporation) , as the case may be, could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration account such Lender's (or parent such corporation's) policies 's policies, as the case may be, with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time within five (5) days following notice by such Lender to the Company (but subject to this Section 6.11), then, upon notice from such Lender (which the Company shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation on an after after-tax basis (after taking into account applicable deductions and credits in respect of basis, as the amount so indemnified) case may be, for such reduction provided that no reduction. In determining such amount or amounts, such Lender may use any reasonable averaging or attribution methods. The protection of this Section 6.11 shall be payable available to any Lender regardless of any possible contention of invalidity or inapplicability with respect to any period commencing more than 90 days prior 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 6.11 and the calculation thereof, when delivered to the date such Lender 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 4.2 shallCompany, absent manifest error, shall be conclusive and binding on the parties heretoCompany absent manifest error. In the event a Lender exercises its rights pursuant to this Section 6.11, and subsequent thereto determines that the amounts paid by the Company exceeded the amount which such Lender actually required to compensate such Lender for any reduction in rate of return on its capital, such excess shall be returned to the Company by such Lender. The covenants Company shall not be required to make any payments to any Lender for any additional amounts pursuant to this Section 6.11 unless such Lender has given written notice to the Company, through the Agent, of its intent to request such payments prior to or within 120 days after the date on which such Lender became entitled to claim such amounts. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of the first paragraph of this Section 4.2 shall survive termination 6.11 with respect to such Lender, it will, if requested by the Company and to the extent permitted by law or by the relevant governmental authority, endeavor in good faith to avoid or minimize the increase in costs or reduction in payments resulting from such event (including, without limitation, endeavoring to change its Eurodollar Lending Office); provided, that such avoidance or minimization can be made in such a manner that such Lender, in its sole determination, suffers no economic, legal or regulatory disadvantage. If any Lender requests compensation from the Company under this Section 6.11, the Company may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of this Credit Agreement and the other Credit Documents and the payment such Lender thereafter to make or continue Revolving Loans of the type with respect to which such compensation is requested, or to convert Revolving Loans and all of any other amounts payable hereundertype into Loans of such type, until the requirement of law giving rise to such request ceases to be in effect, provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.

Capital Adequacy. If Notwithstanding any Lender has determined that provision contained herein to the adoption contrary, if, with respect to all or becoming effective, after the date hereof, any portion of any applicable lawCommitment, rule any Law is hereafter promulgated or regulation adopted regarding capital adequacy, or any change therein (after the date hereof)is hereafter made or adopted with respect to any existing Law regarding capital adequacy, or any change in the ruling or interpretation or administration thereof regarding capital adequacy is hereafter made by any Governmental Authority, Authority or central bank or other comparable agency charged with the interpretation or administration thereofauthority, or compliance by such Lender (or its parent corporation) any Bank complies with any request or directive hereafter made by any Governmental Authority or central bank or other comparable authority regarding capital adequacy (whether or not having the force of law) of any such Governmental AuthorityLaw), central bank or comparable agency, has or would have and the effect of reducing any of the foregoing is to cause a reduction in the rate of return on such LenderBank's (or parent corporation's) capital or assets as a consequence of its commitments or such Bank's obligations hereunder to a level below that which such Lender (or its parent corporation) Bank otherwise could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) its policies with respect to capital adequacy) by an amount deemed by such Bank to be material (and such Bank may, in determining such amount, utilize such assumptions and allocations of costs and expenses as such Bank shall deem reasonable and may use any reasonable averaging or attribution method), then, upon notice from such Lender (which Bank shall include the basis notify Borrower and calculations Administrative Agent and deliver to Borrower and Administrative Agent a certificate setting forth in reasonable detail supporting (a) the compensation requested Law (or change therein or change in interpretation thereof) giving rise to such notice)request for compensation, and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agentb) the Borrowers calculation of the amount necessary to compensate such Bank therefor, which certificate shall constitute prima facie evidence of the contents thereof. Borrower shall promptly pay such amount to such Bank; provided, however, that no Bank shall make any request for compensation under this Section 4.5, and Borrower shall not be obligated to pay to compensate any Bank under this Section 4.5 for any reduction on the rate of return on such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) Bank's capital for such reduction provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the 180th day prior to the date such Lender first notifies the Borrowers of its intention any notice requesting compensation delivered pursuant to demand compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunder4.5.

Capital Adequacy. If at any time any Lender has determined determines that (a) the adoption of or becoming effectiveany change in or in the interpretation of any law, treaty or governmental rule, regulation or order after the date hereof, of any applicable law, rule or regulation this Agreement regarding capital adequacy, or (b) compliance with any change therein (after the date hereof)such law, treaty, rule, regulation, or order, or (c) compliance with any change in the interpretation guideline or administration thereof by request or directive from any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any request or directive regarding capital adequacy other Governmental Authority (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would shall have the effect of reducing the rate of return on the capital of such Lender (or any corporation controlling such Lender's (or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder or under or in respect of any Letter of Credit to a level below the level that which such Lender (or its parent corporation) such corporation could have achieved but for such adoption, effectivenesschange, change compliance or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy)interpretation, then, upon notice demand from such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt time to time by the Borrowers of such written notice from such Lender (with a copy of such demand to the Administrative Agent) ), the Borrowers Borrower shall be obligated to 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 on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction provided reduction; PROVIDED, HOWEVER, that no such amount the Borrower shall not be payable with respect required to compensate a Lender pursuant to this paragraph for any period commencing amounts incurred more than 90 270 days prior to the date that such Lender first initially notifies the Borrowers Borrower of its such Lender's intention to demand claim compensation therefor under this Sectiontherefor; and PROVIDED, FURTHER, that, if the circumstances giving rise to such claim have a retroactive effect, then such 270 day period shall be extended to include the period of such retroactive effect. Each determination A certificate as to such amounts, setting forth in reasonable detail the basis of the calculation of such amounts, submitted to the Borrower and the Administrative Agent by any such Lender of amounts owing under this Section 4.2 shall, absent manifest error, shall be conclusive and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and for all other amounts payable hereunderpurposes absent manifest error.

Capital Adequacy. If If, after the Closing Date, any Lender has shall have determined that the adoption or becoming effective, after the date hereof, implementation of any applicable law, rule or regulation regarding capital adequacyadequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change therein (after the date hereof)therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporationparent) 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 comparable agencyother 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 parent corporationits parent'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 corporationparent) could have achieved but for such adoption, effectivenessimplementation, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice from ) by an amount deemed by such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice)to be material, and receipt then from time to time, within ten Business Days after demand by the Borrowers of such written notice from such Lender (with a copy to the Administrative Agent) ), the Borrowers Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnifiedor its parent) for such reduction provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date reduction. A certificate of such Lender first notifies the Borrowers of its intention to demand claiming compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.2 shall, 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 conclusive and binding on 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 120 days prior to such Lender's request for such additional amounts, provided that the parties hereto. The covenants foregoing provisions of this Section 4.2 sentence shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other not apply to additional amounts payable hereunderattributable to any Regulatory Change which takes effect retroactively.

Capital Adequacy. If In the event that any Lender has determined Lender, subsequent to the Closing Date, determines in the exercise of its reasonable business judgment that the adoption (x) any change in applicable Law, rule, regulation or becoming effective, after the date hereof, of any applicable law, rule or regulation guideline regarding capital adequacy, or any change therein (after the date hereof), or y) any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (z) compliance by such Lender (or its parent corporation) with any new request or directive regarding capital adequacy (whether or not having the force of lawLaw) of any such Governmental Authority, central bank or comparable agencyother governmental or regulatory authority, has or would have the effect of reducing the rate of return on such Lender's (or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice from ) by an amount deemed material by such Lender (which shall include in the basis and calculations in exercise of its reasonable detail supporting the compensation requested in such notice)business judgment, and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated Borrower agrees to pay to such Lender Lender, no later than five (5) days following demand by such Lender, such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction in rate of return; provided that no notwithstanding anything in this Agreement to the contrary, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by 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 a "change in applicable Law", regardless of the date enacted, adopted or issued. In determining such amount or amounts, such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.7 shall be payable available to any Lender regardless of any possible contention of invalidity or inapplicability with respect to any period commencing more than 90 days prior 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 3.7 and the calculation thereof, when delivered to the date such Lender 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 4.2 shallBorrower, absent manifest error, shall be conclusive and binding on Borrower absent manifest error. Each Lender hereby agrees that the parties heretoamounts set forth in such certificate shall reflect such Lender's reasonable allocation, in a nondiscriminatory manner among Borrower having obligations to such Lender similar to those of the Borrower, of the aggregate of such cost increases or yield reductions resulting from any such change in applicable Law. The covenants of In the event a Lender exercises its rights pursuant to this Section 4.2 3.7, and subsequent thereto reasonably determines that the amounts paid by the Borrower exceeded the amount which such Lender actually required to compensate such Lender for any reduction in rate of return on its capital, such excess shall survive termination of this Credit Agreement and be promptly returned to the other Credit Documents and the payment of the Loans and all other amounts payable hereunderBorrower by such Lender.

Capital Adequacy. (a) If any Lender has determined that the adoption or becoming effective, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein (after the date hereof)therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) any Participant with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, in each case made subsequent to the Documentation Date has or would will have the effect of reducing the rate of return on any Participant's or its parent company's capital by an amount such Lender's (or parent corporation's) capital or assets Participant deems to be material, as a consequence of its commitments or obligations hereunder to a level below that which such Lender (Participant or its parent corporation) company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such LenderParticipant's (or its parent corporation's) company's policies with respect to capital adequacy), then, upon notice from such Lender (which Participant, the Representative shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated to pay to such Lender Participant such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions Participant and credits in respect of the amount so indemnified) its parent company for such reduction provided (it being understood that no such amount 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). All payments required by this Section 13.11 shall be payable with respect made by the Representative within 10 Business Days after demand by the affected Participant. The Representative shall not be obligated to reimburse any period commencing Participant for any reduced return incurred more than 90 120 days prior after the date that such Participant receives actual notice of such reduced return unless such Participant gives notice thereof to the date such Lender first notifies the Borrowers of its intention to demand compensation therefor under this Section. Each determination by any Lender of amounts owing under Representative in accordance with this Section 4.2 shall13.11 during such 120 day period. If any Participant becomes entitled to claim any additional amounts pursuant to this clause, absent manifest errorit shall provide prompt notice thereof to the Representative, be conclusive and binding on through the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and Administrative Agent and/or the other Credit Documents and the payment Agent Lessor, certifying (x) that one of the Loans events described in this clause (a) has occurred and all other amounts payable hereunder.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 demanded by such Participant and a reasonably detailed explanation of the calculation thereof (including the method

Capital Adequacy. If any Lender has determined that the adoption or becoming effective, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or Lender shall have determined that any change therein (after the date hereof), or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, Regulatory Change or compliance by such Lender (or its parent corporationparent) with any request guideline, request, or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyother Governmental Authority, has or would have the effect of reducing the rate of return on such Lender's (or parent corporationits parent'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 corporationparent) could have achieved but for such adoption, effectiveness, change Regulatory Change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice from ) by an amount deemed by such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice)to be material, and receipt then from time to time, within 10 Business Days after demand by the Borrowers of such written notice from such Lender (with a copy to the Administrative Agent) ), the Borrowers shall be obligated to shall, jointly and severally, pay to such Lender (or its parent) such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction provided that no such amount shall be payable with respect to any period commencing more than 90 days prior reduction. Each Lender will furnish to the date Borrowers, within 120 days after such Lender first notifies the Borrowers actually incurs such reduction in its rate of its intention to demand return, a certificate of such Lender claiming compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on setting forth the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement basis and the other Credit Documents additional amount or amounts to be paid to it hereunder. Each such certificate shall be conclusive, provided that the determination of such amount or amounts is made on a reasonable basis. In determining such amount or amounts, such Lender may use any reasonable averaging and the payment of the Loans and all other amounts payable hereunderattribution methods.

Capital Adequacy. If Notwithstanding any Lender has determined that provision contained herein to the adoption contrary, if, with respect to all or becoming effective, after the date hereof, any portion of any applicable lawCommitment, rule any Law is hereafter promulgated or regulation adopted regarding capital adequacy, or any change therein (after the date hereof)is hereafter made or adopted with respect to any existing Law regarding capital adequacy, or any change in the ruling or interpretation or administration thereof regarding capital adequacy is hereafter made by any Governmental Authority, Authority or central bank or other comparable agency charged with the interpretation or administration thereofauthority, or compliance by such Lender (or its parent corporation) any Bank complies with any request or directive hereafter made by any Governmental Authority or central bank or other comparable authority regarding capital adequacy (whether or not having the force of law) of any such Governmental AuthorityLaw), central bank or comparable agency, has or would have and the effect of reducing any of the foregoing is to cause a reduction in the rate of return on such LenderBank's (or parent corporation's) capital or assets as a consequence of its commitments or such Bank's obligations hereunder to a level below that which such Lender (or its parent corporation) Bank otherwise could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) its policies with respect to capital adequacy) by an amount deemed by such Bank to be material (and such Bank may, in determining such amount, utilize such 31 assumptions and allocations of costs and expenses as such Bank shall deem reasonable and may use any reasonable averaging or attribution method), then, upon notice from such Lender (which Bank shall include the basis notify Borrower and calculations Agent and deliver to Borrower and Agent a certificate setting forth in reasonable detail supporting (a) the compensation requested Law (or change therein or change in interpretation thereof) giving rise to such notice)request for compensation, and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agentb) the Borrowers calculation of the amount necessary to compensate such Bank therefor, which certificate shall constitute prima facie evidence of the contents thereof. Borrower shall promptly pay such amount to such Bank; provided, however, that no Bank shall make any request for compensation under this Section 4.5, and Borrower shall not be obligated to pay to compensate any Bank under this Section 4.5 for any reduction on the rate of return on such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) Bank's capital for such reduction provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the 180th day prior to the date such Lender first notifies the Borrowers of its intention any notice requesting compensation delivered pursuant to demand compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunder4.5.

Capital Adequacy. If In the event that any Lender has determined Lender, subsequent to the Closing Date, determines in the exercise of its reasonable business judgment that the adoption (x) any change in applicable Law, rule, regulation or becoming effective, after the date hereof, of any applicable law, rule or regulation guideline regarding capital adequacy, or any change therein (after the date hereof), or y) any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (z) compliance by such Lender (or its parent corporation) with any new request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyother governmental or regulatory authority, has or would have the effect of reducing the rate of return on such Lender's (or parent corporation's) ’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) ’s policies with respect to capital adequacy), then, upon notice from ) by an amount deemed material by such Lender (which shall include in the basis and calculations in exercise of its reasonable detail supporting the compensation requested in such notice)business judgment, and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated Borrower agrees to pay to such Lender Lender, no later than ten (10) days following demand by such Lender, such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction in rate of return; provided that no notwithstanding anything in this Agreement to the contrary, (i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by 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 a “change in applicable Law”, regardless of the date enacted, adopted or issued. In determining such amount or amounts, such Lender may use any reasonable averaging or attribution methods. The protection of this Section 6.7 shall be payable available to any Lender regardless of any possible contention of invalidity or inapplicability with respect to any period commencing more than 90 days prior 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 6.7 and the calculation thereof, when delivered to the date such Lender 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 4.2 shallBorrower, absent manifest error, shall be conclusive and binding on Borrower absent manifest error. In the parties hereto. The covenants of event a Lender exercises its rights pursuant to this Section 4.2 6.7, and subsequent thereto determines that the amounts paid by the Borrower exceeded the amount which such Lender actually required to compensate such Lender for any reduction in rate of return on its capital, such excess shall survive termination of this Credit Agreement and be promptly returned to the other Credit Documents and the payment of the Loans and all other amounts payable hereunderBorrower by such Lender.

Capital Adequacy. If any Lender has determined determined, that the adoption or the becoming effective, after the date hereof, of any applicable law, rule or regulation regarding capital adequacyeffective of, or any change therein (after the date hereof)in, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof in the interpretation or administration of, any applicable law, rule or regulation regarding capital adequacy, in each case after the date hereof, or compliance by such Lender (or its parent corporation) any controlling corporation of such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's (or parent corporation's) capital or assets (or that of any controlling corporation of such Lender) as a consequence of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporation) any controlling corporation of such lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's policies (or parent corporation'sthose of any controlling corporation of such Lender) policies with respect to capital 48 30 adequacy), then, upon five Business Days' notice from such Lender (which shall include to the basis and calculations in reasonable detail supporting the compensation requested in such notice)Borrower, and receipt accompanied by the Borrowers of such written notice a certificate from such Lender (with a copy setting forth the additional amount or amounts to be paid to it hereunder, the Agent) the Borrowers Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect or any such controlling corporation of the amount so indemnified) such Lender for such 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 first notifies the Borrowers of its intention to demand compensation therefor under this Sectionreduction. Each determination by any such Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunder.

Capital Adequacy. If any Lender has determined In the event that the adoption or becoming effectiveLender, after subsequent to the date hereofClosing Date, determines in the exercise of its reasonable business judgment that (x) any change in applicable law, rule rule, regulation or regulation guideline regarding capital adequacy, or any change therein (after the date hereof), or y) any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (z) compliance by such the Lender (or its parent corporation) with any new request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyother governmental or regulatory authority, has or would have the effect of reducing the rate of return on such the Lender's (or parent corporation's) ’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such the Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such the Lender's (or parent corporation's) ’s policies with respect to capital adequacy), then, upon notice from such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt ) by an amount deemed material by the Borrowers Lender in the exercise of such written notice from such Lender (with a copy to its reasonable business judgment, the Agent) the Borrowers shall be obligated Company agrees to pay to the Lender, no later than five (5) days following written demand by the Lender (including a statement and explanation of such Lender charges), such additional amount or amounts as will compensate such the Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such reduction provided that no in rate of return. In determining such amount or amounts, the Lender may use any reasonable averaging or attribution methods. The protection of this Section 8.5 shall be payable available to the Lender regardless of any possible contention of invalidity or inapplicability with respect to any period commencing more than 90 days prior the applicable law, regulation or condition. A certificate of the Lender setting forth such amount or amounts as shall be necessary to compensate the Lender with respect to this Section 8.5 and the calculation thereof, when delivered to the date such Lender 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 4.2 shallCompany, absent manifest error, shall be conclusive and binding on the parties heretoCompany absent manifest error. The covenants of In the event the Lender exercises its rights pursuant to this Section 4.2 8.5, and subsequent thereto determines that the amounts paid by the Company exceeded the amount which the Lender actually required to compensate the Lender for any reduction in rate of return on its capital, such excess shall survive termination of this Credit Agreement and be returned to the other Credit Documents and Company by the payment of the Loans and all other amounts payable hereunder.Lender. 53

Capital Adequacy. If If, after the Closing Date, any Lender has ---------------- shall have determined that the adoption or becoming effective, after the date hereof, implementation of any applicable law, rule or regulation regarding capital adequacyadequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change therein (after the date hereof)therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporationparent) 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 comparable agencyother 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 parent corporationits parent'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 corporationparent) could have achieved but for such adoption, effectivenessimplementation, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice from ) by an amount reasonably deemed by such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice)to be material, and receipt then from time to time, after demand by the Borrowers of such written notice from such Lender (with delivered to the Administrative Agent, who shall promptly deliver a copy to the Agent) Borrower, the Borrowers shall be obligated to Borrower shall, within ten Business Days after receipt of a notice of such demand, pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnifiedor its parent) for such reduction provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date reduction. A certificate of such Lender first notifies the Borrowers of its intention to demand claiming compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.2 shall, 4.6 and setting forth the ----------- additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, be conclusive 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 binding on the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderattribution methods.

Capital Adequacy. If any the Lender has reasonably determined that the adoption or becoming effective, after the date hereof, effectiveness of any applicable law, rule or regulation regarding capital adequacyadequacy made after the date hereof, or any change therein (made after the date hereof), or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof made after the date hereof, or compliance by such the Lender (or its parent corporation) company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agencyagency made after the date hereof, has or would have the effect of reducing the rate of return on such the Lender's (or its parent corporation's) company's capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such the Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or the policies of the Lender and its parent corporation's) policies company with respect to capital adequacy), then, upon notice from such Lender (which within 10 Business Days after the Borrower's receipt of the certificate referred to in the next sentence, the Borrower shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy pay to the Agent) the Borrowers shall be obligated to pay to such Lender such additional amount or amounts as will compensate the Lender and its parent company for such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of reduction. A certificate as to the amount so indemnified) for of such reduction provided that no such in rate of return, the good faith basis therefor and setting forth in reasonable detail the calculations used by the Lender to arrive at the amount or amounts claimed to be due, shall be payable with respect to any period commencing more than 90 days prior submitted to the date such Lender first notifies the Borrowers of its intention to demand compensation therefor under this SectionBorrower. Each determination by any the Lender of amounts owing under this Section 4.2 shall, absent manifest error, shall be conclusive and binding on rebuttably presumptive evidence of the parties heretomatters set forth therein. No demand for payment under this Section shall be made unless the Lender shall make comparable demands of other similarly situated borrowers. The covenants provisions of this Section 4.2 shall survive termination of this Credit Agreement and the other Credit Documents and the payment of the Loans Term Loan and all other amounts payable hereunder.

Capital Adequacy. If any Lender has determined that Change in Directives shall impose, modify or deem applicable any capital adequacy or similar requirement (including without limitation a request or requirement which affects the adoption or becoming effectivemanner in which any Bank allocates capital resources to its commitments, after the date hereofincluding its obligations hereunder) and as a result thereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein (after the date hereof), or any change in the interpretation or administration thereof by any Governmental Authoritysole opinion of such Bank, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such LenderBank's (or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder is or will be reduced to a level below that which such Lender (or its parent corporation) Bank could have achieved but for such adoptioncircumstances, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, then upon notice from such Lender to Borrower through Agent, Borrower shall, subject to clause (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice)c) of this Section 2.7, and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated to pay to such Lender Bank such additional amount or amounts as will shall compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) Bank for such reduction provided in rate of return for (i) any Loans that no are outstanding under any Interest Period commencing after such amount shall be payable Change in Directives becomes effective, (ii) any Loans bearing interest at the Base Rate with respect to the period after the end of the calendar month in which such Change in Directives becomes effective, and (iii) any period commencing more than 90 days prior portion of the affected Bank's Commitment outstanding with respect to the date period after the end of the calendar month in which such Lender first notifies the Borrowers of its intention Change in Directives becomes effective. If a Bank determines that it may be entitled to demand compensation therefor under this Section. Each determination by claim any Lender of additional amounts owing under pursuant to this Section 4.2 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 as to any such additional amount or amounts submitted by a Bank, through Agent, to Borrower and the other Banks shall certify that similar demands have been made to other customers of such Bank that are subject to provisions similar to this Section 2.7(b) and shall, absent in the absence of manifest error, be conclusive final and binding on the parties heretoconclusive. The covenants of this Section 4.2 shall survive termination of this Credit Agreement In determining such amount, a Bank may use any reasonable averaging and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderattribution methods.

Capital Adequacy. (a) If any Lender has determined that the adoption or becoming effective, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein (after the date hereof)therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) any Participant with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, in each case made subsequent to the Documentation Date has or would will have the effect of reducing the rate of return on such Lenderany Participant's (or its parent corporation's) company's capital or assets by a material amount, as a consequence of its commitments or obligations hereunder to a level below that which such Lender (Participant or its parent corporation) company could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such LenderParticipant's (or its parent corporation's) company's policies with respect to capital adequacy), then, upon notice from such Lender (which Participant, the Lessee Agent shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt by the Borrowers of such written notice from such Lender (with a copy to the Agent) the Borrowers shall be obligated to pay to such Lender Participant such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions Participant and credits in respect of the amount so indemnified) its parent company for such reduction provided (it being understood that no such amount 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). All payments required by this Section 13.11 shall be payable 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 reduced return unless such Participant gives notice thereof to the Lessee Agent in accordance with respect this Section 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 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 demanded by such Participant and a reasonably detailed explanation of the calculation thereof. Such a certificate as to any period commencing more than 90 days prior additional amounts payable pursuant to this clause submitted by such Participant, through the Administrative Agent and/or the Agent Certificate Holder, to the date such Lender first notifies Lessee Agent shall be conclusive in the Borrowers absence of its intention to demand compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto. The covenants of this Section 4.2 This covenant shall survive the termination of this Credit Participation Agreement and the other Credit Operative Documents and the payment of the Loans 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 claim for compensation pursuant to this Section 13.11, including, without limitation, a change in the office of such Participant at which its obligations related to 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 such claim for compensation shall not be eliminated or waived, the Lessee Agent shall have the right to 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 owed to it hereunder.

Capital Adequacy. If If, after the date of this Agreement, any Lender has shall have determined that the adoption or becoming effective, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein (after the date hereof)therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender (or its parent corporation) with any 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 Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's (or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy)) by an amount deemed by such Lender to be material, then, from time to time, promptly upon notice from such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice), and receipt demand by the Borrowers of such written notice from such Lender (with a copy to the Agent) ), the Borrowers Company shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect of the amount so indemnified) for such 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 first notifies the Borrowers reduction. A certificate of its intention to demand compensation therefor under this Section. Each determination by any Lender of amounts owing claiming compensation under this Section 4.2 shall, 2.14 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error. In determining any such amount, be conclusive such Lender may use any reasonable averaging and binding on attribution methods. Each Lender will promptly notify the parties hereto. The covenants Company of any such adoption, change or compliance of which it has knowledge which will entitle such Lender to compensation pursuant to this Section, but the failure to give such notice shall not affect such Lender's right to such compensation provided such Lender gives such notice within 90 days after an officer of such Lender having responsibility for the administration of this Section 4.2 Agreement shall survive termination have received actual notice of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereundersuch adoption, change or compliance.