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 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 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 at any time any Lender has determined or Issuer determines 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 a 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 Law regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would liquidity requirements shall have the effect of reducing the rate of return on such Lender's ’s or Issuer’s (or parent corporation'sany corporation controlling such Lender’s or Issuer’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 (Lender, Issuer or its parent corporation) such 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)Change in Law, 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 Issuer (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 or Issuer, from time to time as specified by such Lender or Issuer, 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 or Issuer shall be payable with respect conclusive and binding for all purposes absent manifest error. The Borrowers shall not be required to compensate a Lender or Issuer 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 or Issuer notifies the Borrowers Parent Borrower of its the Change in Law giving rise to such reduced rate of return and of such Lender’s or Issuer’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 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 xxxxx xxxx 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 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 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 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 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 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. 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 the capital of such Lender's (Lender or parent corporation's) capital or assets any corporation controlling such Lender as a consequence of its commitments obligations hereunder, under the Notes or obligations hereunder other Obligations held by it 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 (or parent corporation's) policies with respect to capital adequacy)) by an amount deemed by such Lender or such corporation 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 shall be obligated as provided below, pay (subject to pay Sections 11.7 and 11.15 hereof) to such Lender such additional amount or amounts as will compensate such Lender on an after tax or such corporation 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 reasons therefor shall be delivered as soon as practicable to Borrower and shall be prima facie evidence of the correctness thereof. Borrower shall pay the amount so indemnifiedshown as due on any such certificate within fifteen (15) 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 xxxxx xxxx 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 hereunderattribution method.

Capital Adequacy. If any Lender has determined or the Administrative Agent determines 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 Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by such Lender (or its parent corporation) the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any request or directive Change In Law 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) 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 Change in Law or compliance therewith (taking into consideration such Lender's (’s or parent corporation's) the Administrative Agent’s then existing policies with respect to capital adequacy), then, upon notice from adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or (which shall include as the basis and calculations in reasonable detail supporting case may be) the compensation requested in Administrative Agent to be material, then such notice), and receipt by Lender or the Administrative Agent may notify the Borrowers of such written notice from fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the Borrowers and such Lender shall thereafter attempt to negotiate in good faith, within thirty (with a copy to 30) days of the Agent) day on which the Borrowers shall be obligated to pay to receive such Lender such additional amount or amounts as notice, an adjustment payable hereunder that will adequately compensate such Lender in light of these circumstances. If the Borrowers and such Lender are unable to agree to such adjustment within thirty (30) days of the date on which the Borrowers receive such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), the fees payable hereunder shall increase by an amount that will, in such Lender’s reasonable determination, provide adequate compensation. Each Lender shall allocate such 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 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 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 any Lender has determined that the adoption or becoming effective, after the date hereof, hereof any Bank or the Agent determines that (a) the adoption of or change in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (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 Authority, central bank a court or comparable agency charged governmental authority with the interpretation or administration thereofappropriate jurisdiction, or (b) compliance by such Lender (Bank or its parent corporation) the Agent or any corporation controlling such Bank or the Agent with any request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyentity regarding capital adequacy, 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 Agent's commitment with respect to any Loans to a level below that which such Lender (Bank or its parent corporation) the Agent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such LenderBank's (or parent corporation's) the Agent's then existing policies with respect to capital adequacyadequacy and assuming full utilization of such entity's capital) by any amount deemed by such Bank or (as the case may be) the Agent to be material, then such Bank or the Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the Borrower and such Bank shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Borrower receives such notice, an adjustment payable hereunder that will adequately compensate such Bank in light of these circumstances. If the Borrower and such Bank are unable to agree to such adjustment within thirty (30) days of the date on which the Borrower receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such increased capital requirement), thenthe fees payable hereunder shall increase by an amount that will, upon notice from such Lender (which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice)Bank's reasonable determination, provide adequate compensation; PROVIDED, HOWEVER, that the Borrower may take the actions permitted by Section 6.12 to replace such Bank. Each Bank shall allocate such cost increases among its customers in good faith 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 hereunderequitable basis.

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 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. (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 hereunderhereunder and thereunder.

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 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 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 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 hereunderattribuxxxx xxxxxd.

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 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 If, after the date hereof, any Lender or LC Issuer has 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, or compliance by such Lender (or its LC Issuer, or the parent corporation) corporation of such Lender or LC Issuer, 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 LC Issuer'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 LC Issuer, or the parent corporation) corporation of such Lender or LC Issuer, could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's or LC Issuer'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 or LC Issuer to the Agent) Borrower, the Borrowers Borrower shall be obligated to pay to such Lender or LC Issuer such additional amount or amounts as will compensate such Lender or LC Issuer on an after 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 such written notice of a determination by any such Lender or LC Issuer of amounts owing under this Section 4.2 3.9 shall set forth and certify in reasonable detail the basis for such determination and the calculation of amounts so owing, which certification shall, absent manifest error, be conclusive and binding on the parties hereto. The covenants of Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payments to any Lender or LC Issuer or the Administrative Agent pursuant to this Section 4.2 3.9 relating to any period of time which is greater than 90 days prior to such Person's request for additional payment except for retroactive application of such law, rule or regulation, in which case the Borrower is required to make such payments so long as such Person makes a request therefor within 90 days after the public announcement of such retroactive application. This covenant shall survive the 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 effectiveIf, after the date hereof, any Lender (or any Affiliate of any applicable lawLender) shall have reasonably determined that the adoption of any Applicable Law, rule governmental rule, regulation or regulation order regarding the capital adequacyadequacy of banks or bank holding companies, 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 any Lender (or its parent corporationany Affiliate of any Lender) 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 the capital of Lender (or parent corporation'sany Affiliate of Lender) capital or assets as a consequence of its commitments or any of such Lender's obligations hereunder to a level below that which such Lender (or its parent corporation) it could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's the policies of any Lender (or parent corporation'sAffiliate of any Lender) policies with respect to capital adequacyadequacy immediately before such adoption, change or compliance and assuming that the capital of such Lender (or Affiliate of such Lender) was fully utilized prior to such adoption, change or compliance), then, upon notice from demand by such Lender (which 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 immediately pay to such Lender lender such additional amount or amounts as will shall be sufficient to compensate such lender for any such reduction actually suffered; provided, that there shall be no duplication of amounts paid to any Lender on an after tax basis (after taking into account applicable deductions pursuant to this sentence and credits in respect Section 14.1. Such Lender's determination of the amount so indemnified) for to be paid to such reduction provided that no such amount shall be payable with respect lender by Borrower as a result of any event 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 14.2 shall, absent manifest error, be deemed final, binding and 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 hereunderupon Borrower.

Capital Adequacy. If any Lender has determined or Issuing Bank determines that the adoption any Change in Law affecting such Lender or becoming effectiveIssuing Bank or such Lender’s or Issuing Bank’s holding company, after the date hereofif any, 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 agencyrequirements, 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 Lender, accompanied by a statement in reasonable detail supporting showing the compensation requested in such notice)calculation of the amount demanded, and receipt by the Borrowers 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 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 demonstrable error, be conclusive and binding on the parties hereto. The covenants of this 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. Failure or delay on the part of any Lender to demand compensation pursuant to this Section 4.2 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate such Lender pursuant to this Section for any increased costs or reductions incurred more than 90 days prior to the date that such Lender notifies the Borrower of the change in or in the interpretation of law or regulation giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the change in or in the interpretation of law or regulation giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof.

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 after the Closing Date, Lender has will have determined that the adoption or becoming effective, after the date hereof, implementation of any applicable law, rule or regulation Governmental Requirement regarding capital adequacy, 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 (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 ’s (or parent corporation'sits 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) ’s policies with respect to capital adequacy)) by an amount deemed by Lender to be material, thenthen from time to time, upon notice from such within 10 Business Days after receipt of written demand by Lender, Borrower will pay to Lender (which shall include or its parent, 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 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 reduction. A certificate of Lender delivered to any period commencing more than 90 days prior to the date such Lender first notifies the Borrowers of its intention to demand Borrower claiming compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.2 shalland setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder will be conclusive, provided that the determination thereof is made on a reasonable good faith basis and absent manifest error. In determining such amount or amounts, be conclusive Lender may use any commercially 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 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 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 any Regulatory Change regarding capital adequacy or becoming effective, liquidity 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 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 capital of such Lender's Lender or any Person controlling such Lender (or parent corporation'sa “Lender Parent”) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporationLender Parent) could have achieved but for such adoption, effectiveness, change or compliance Regulatory Change (taking into consideration such Lender's (or parent corporation's) its policies 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 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 Regulatory Change. 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 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 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.. DCP Midstream Operating, LP Amended and Restated Credit Agreement

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 conclusive and binding for all purposes absent manifest error. CREDIT AGREEMENT U.S. CONCRETE, INC. The agreements contained in this Section 2.15 shall survive the termination of this Agreement and the payment of all amounts payable with respect hereunder; provided, however, that the Borrower shall not be required to compensate a Lender pursuant to this Section 2.15 for any period commencing such increased cost or reduction incurred more than 90 one hundred and eighty (180) days prior to the date that such Lender first demands, or notifies the Borrowers Borrower of its intention to demand demand, compensation therefor under this Section. Each determination by any Lender therefor; provided, that, if the circumstance giving rise to such increased cost or reduction is retroactive, then such 180-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 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 hereunderretroactive effect thereof.

Capital Adequacy. If (a) any Lender has determined that adoption of or any change in or in the adoption or becoming effective, after the date hereof, interpretation of any applicable law, rule or regulation regarding capital adequacyregulation, or (b) compliance with any change therein (after the date hereof)guideline, request or directive of any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation other Governmental Person or administration thereof, quasi-governmental authority exercising control over lenders or compliance by such Lender (financial institutions generally or its parent corporation) with any request or directive regarding capital adequacy court (whether or not having the force of law), or (c) any change in the force or effectiveness of the regulations set forth at 12 C.F.R. Part 3 (Appendix A), 12 C.F.R. Part 225 (Appendix A), 12 C.F.R. Part 208 (Appendix A) or 00 X.X.X. Xxxx 000 (Xxxxxxxx X) requires that the commitments of any Lender hereunder (including commitments and obligations in respect of Loans) be treated as an asset or otherwise be included for purposes of calculating the appropriate amount of capital to be maintained by such Governmental AuthorityLender or any corporation controlling such Lender (a "Change in Law"), central bank or comparable agency, has or would have the effect result of reducing which is to reduce ------------- the rate of return on such Lender's (or parent corporation's) capital or assets as a consequence of its such commitments or obligations hereunder to a level below that which such Lender (or its parent corporation) could have achieved but for such adoptionChange in Law, 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 which such Lender (which deems to be material, the 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 deliver to the Agent) Company a statement of the Borrowers shall be obligated amount necessary to pay to such Lender such additional amount or amounts as will compensate such Lender for the reduction in the rate of return on an after tax basis its capital attributable to such commitments (after taking into account applicable deductions the "Capital Compensation Amount"). The Lender shall determine --------------------------- the Capital Compensation Amount in good faith, using reasonable attribution and credits in respect averaging methods. The Lender shall from time to time notify the Company of the amount so indemnified) for such reduction provided that no such determined. Such amount shall be due and payable with respect by the Company to such Lender ten Business Days after such notice is given. As soon as practicable after any period commencing more than 90 days prior Change in Law, each Lender shall submit 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 Company estimates of the Loans and all other amounts Capital Compensation Amounts that would be payable as a function of such Lender's commitments 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 8.10 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 any In the event that the Lender has shall have determined that (a) the adoption or becoming effective, introduction after the date hereof, Closing Date of any applicable law, treaty, rule or regulation regarding capital adequacy, or any change therein (after the date hereof)Closing Date, or (b) any change after the Closing Date 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 Body 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 Body (whether or not having the force of law) after the Closing Date (for purposes of this Section 3.9, the term “Lender” shall include the Lender and any such Governmental Authority, central corporation or bank controlling the Lender and the office or comparable agencybranch where the 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 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)) by an amount deemed by the Lender, in its reasonable judgment, 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 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 reduction. In determining such amount or amounts, the Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 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 3.9 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, Borrower Representative 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 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) 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 exercise of its reasonable business judgment, the Companies jointly 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 severally 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 shallBorrowing Agent, 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 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 hereunderBorrowing Agent by such Lender.

Capital Adequacy. If any Lender has determined that (1) the adoption or becoming effectiveadoption, after the date hereofof this Loan Agreement, of any applicable governmental law, rule or regulation regarding capital adequacy, or (2) any change therein (change, after the date hereof)of this Loan Agreement, or any change in the interpretation or administration thereof of any such law, rule or regulation by any Governmental Authority, central bank or comparable agency other Governmental Authority charged with the interpretation or administration thereof, thereof or (3) compliance by such a Lender (or its parent corporation) any corporation or bank controlling a Lender with any applicable guideline or request of general applicability, issued after the date of this Loan Agreement, by any central bank or directive regarding capital adequacy other Governmental Authority (whether or not having the force of law) that constitutes a change of any such Governmental Authority, central bank or comparable agencythe nature described in clause (2) (“Capital Adequacy Change”), has or would have the effect of (x) requiring an increase in the amount of capital required to be maintained by a Lender or any corporation or bank controlling a Lender or (y) reducing the rate of return on such Lender's (assets 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 corporationsuch corporation or bank) could have achieved but for and such adoption, effectiveness, change or compliance (taking into consideration compliance, as the case may be, relates to a category of claims or assets that includes such Lender's (or parent corporation's) policies with respect to capital adequacy)’s Loan Amount, then, upon notice from such Lender (which 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 from time to time such additional amount or amounts as will are necessary 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 portion of such increase or reduction provided as shall be reasonably allocable to such Lender’s Loan Amount; provided, that no such amount amounts shall be payable with respect by the Borrower to any period commencing more than 90 days prior Lender pursuant to this Section 5.2 unless such Lender certifies to the date Borrower that (A) such Lender first notifies is assessing to its other borrowers (of loans similar to the Borrowers Loan) comparable allocable costs, and (B) such Lender believes that such costs are generally applicable to lenders similarly situated to and in the same jurisdiction as such Lender. For the avoidance of its intention to demand compensation therefor under this Section. Each determination doubt, the matters set forth in the Consultative Document titled “The New Basel Capital Accord” issued by the Basel Committee on Banking Supervision in April 2003 will not be treated, for purposes of determining whether any Lender of amounts owing is entitled to compensation under this Section 4.2 shall5.2, absent manifest error, be conclusive and binding on as having been enacted or having come into effect before the parties hereto. The covenants date of this Section 4.2 shall survive termination Loan Agreement. Each Lender will notify the Borrower of any event occurring after the date of this Credit Agreement and the other Credit Documents and the that will entitle such Lender to compensation pursuant to this Section 5.2 as promptly as practicable but in any event within sixty (60) days, after such Lender obtains Actual Knowledge thereof; provided, however, such Lender shall be entitled to payment of the Loans and all other amounts payable hereunder.under this

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 hereunderhereunder and thereunder.

Capital Adequacy. If any Lender has shall have determined that the adoption or becoming effective, effectiveness after the date hereof, Closing 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), or any change in the interpretation or administration thereof after the Closing 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 Closing 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 or obligations hereunder or under the Letters of Credit, the Notes or 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 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 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 reasons therefor shall be delivered as soon as practicable to Borrower and shall be prima facie evidence of the correctness 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 faitx xxxx xxxsonable 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 hereunderattribution method.

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)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 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, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such additional reduction. As promptly as practical, after the Lender obtains knowledge of the facts that entitle it to compensation under this Section 2.15, but in any event within 180 days after Lender acquires such knowledge, Lender shall provide Borrower with a certificate which identifies the factual basis for this claim, the amount or amounts as that Lender has reasonably determined will compensate hereunder, and the manner in which such amount or amounts have been calculated. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by 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 heretofor all purposes absent manifest error. The covenants of Any Lender claiming additional compensation under this Section 4.2 2.15 shall survive termination use reasonable efforts (consistent with legal and regulatory restrictions) to reduce or eliminate any such additional compensation which may thereafter accrue and which efforts would not, in the sole discretion of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereundersuch Lender, be otherwise disadvantageous.

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 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 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 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 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, 2.20 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.

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 Lender has of the Lenders shall have 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 after the date hereof 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 any lending office of such Lender) or its parent corporationholding company or any successor corporation owning all or substantially all of the capital stock of such Lender ("its Parent") with any request guideline or directive adopted 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, has or would have the effect of reducing the rate of return on such Lender's (or parent corporation's) capital or assets the capital of its Parent 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 by an amount deemed by such Lender to be material, then from time to time, within fifteen (taking into consideration 15) days after demand by such Lender's (or parent corporation's) policies with respect to capital adequacy), 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 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 reduction. Within fifteen (15) days of the date that no such amount shall be payable with respect to any period commencing more than 90 days prior Lender determines that it will invoke the provisions of this Section 12.1, it will present its demand to the date such Lender first notifies the Borrowers of its intention to demand Company in a certificate claiming compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.2 shall12.1 which shall be accompanied by the calculations supporting such claim. In addition, absent manifest error, be conclusive and binding on such Lender shall supply to the parties hereto. The covenants of this Section 4.2 shall survive termination of this Credit Agreement and Company such supporting information relating to such claim as the other Credit Documents and the payment of the Loans and all other amounts payable hereunderCompany may reasonably request.

Capital Adequacy. If any Lender has determined that the adoption or becoming effective, after the date hereof, hereof any Lender or the Administrative Agent determines that (a) the adoption of or change in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (whether or not having the force of law) regarding capital adequacy, requirements for Lenders or any change therein (after the date hereof), Lender holding companies or any change in the interpretation or administration application thereof by any a Governmental Authority, central bank or comparable agency charged Authority with the interpretation or administration thereofappropriate jurisdiction, or (b) compliance by such Lender (or its parent corporation) the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyentity regarding capital adequacy, 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 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 (or parent corporation's) the Administrative Agent's then existing policies with respect to capital adequacy), then, upon notice from adequacy and assuming full utilization of such entity's capital) by any amount deemed by such Lender or (which shall include as the basis and calculations in reasonable detail supporting case may be) the compensation requested in Administrative Agent to be material, then such notice), and receipt by Lender or the Administrative Agent may notify the Borrowers of such written notice from fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the Borrowers jointly and severally agree to pay such Lender or (with a copy to as the Agentcase may be) the Borrowers shall be obligated to pay to 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 Section 6.9 hereof. Each Lender shall allocate 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 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 any Lender has determined determines 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)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 corporationany lending office of such Lender) or by the holding company of such Lender, as the case may be, 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 will reduce the rate of return on such Lender's (or parent corporation's) capital or assets on the capital of such Lender's holding company, as the case may be, as a consequence of its commitments or such Lender's obligations hereunder under the Loan Documents to a level below that which such Lender (or its parent corporation) such Lender's holding company, as the case may be, could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (policies or parent corporation's) policies such Lender's holding company's policies, as the case may be, with respect to capital adequacy)) by an amount that such Lender deems to be material, thenTHEN the Borrower shall reimburse such Lender or such Lender's holding company, upon notice as the case may be, for such reduction. The Borrower shall pay any amount or amounts due to any Lender under this subsection (b) to such Lender within ten (10) days after receipt by the Borrower of a statement from such Lender (which shall include the basis and calculations setting forth 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 due and the basis (after taking into account applicable deductions and credits in respect for the determination from time to time of the amount so indemnified) for such reduction provided that no such amount or amounts, 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, 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 hereunderabsent manifest error.

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)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 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, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such additional reduction. As promptly as practical, after the Lender obtains knowledge of the facts that entitle it to compensation under this Section 2.15, but in any event within 180 days after Lender acquires such knowledge, Lender shall provide Borrower with a certificate which identifies the factual basis for this claim, the amount or amounts as that Lender has reasonably determined will compensate hereunder, and the manner in which such amount or amounts have been calculated. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by 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 heretofor all purposes absent manifest error. The covenants of Any Lender claiming additional compensation under this Section 4.2 2.15 shall survive termination use reasonable efforts (consistent with legal and regulatory restrictions) to reduce or eliminate any such additional compensation 48 which may thereafter accrue and which efforts would not, in the sole discretion of this Credit Agreement and the other Credit Documents and the payment of the Loans and all other amounts payable hereundersuch Lender, be otherwise disadvantageous.

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 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 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) Borrower, the Borrowers Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on for such reduction; PROVIDED that (i) if any Lender fails to give such notice within 90 days after it obtains actual knowledge of such an after tax basis (after taking into account applicable deductions and credits event, such Lender shall, with respect to compensation payable pursuant to this Section 3.6 in respect of any costs resulting from such event, only be entitled to payment under this Section 3.6 for costs incurred from and after the amount so indemnified) for such reduction provided that no such amount shall be payable with respect to any period commencing more than date 90 days prior to the date that such Lender first notifies does give such notice and (ii) each Lender will designate a different applicable lending office with respect to the Borrowers matters affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of its intention such Lender, be disadvantageous to demand compensation therefor under this Sectionsuch Lender. 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 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 at any time any Lender has determined or Issuer determines 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 a 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 Law regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would liquidity requirements shall have the effect of reducing the rate of return on such Lender's ’s or Issuer’s (or parent corporation'sany corporation controlling such Lender’s or Issuer’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 (Lender, Issuer or its parent corporation) such 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)Change in Law, 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 Issuer (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 or Issuer, from time to time as specified by such Lender or Issuer, 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 or Issuer shall be payable with respect conclusive and binding for all purposes absent manifest error. The Borrowers shall not be required to compensate a Lender or Issuer 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 or Issuer notifies the Borrowers Parent Borrower of its the Change in Law giving rise to such reduced rate of return and of such Lender’s or Issuer’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 Execution Version 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 any Lender has determined that the adoption or becoming effectiveBank shall have determined, after that, whether in effect at the date hereofof this Agreement or hereafter in effect, of any applicable lawLaw, 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 authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender any Bank (or its parent corporationLending Office) with any request or directive regarding capital adequacy (whether or not having the force of lawLaw) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such LenderBank's capital allocated to the transactions contemplated by this Agreement (or parent corporation'sthe capital of its 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 corporationholding company) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such LenderBank's (policies or parent corporation's) the policies of its holding company with respect to capital adequacy)) by an amount deemed by such Bank to be material, thenthen from time to time, upon notice from within 15 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 holding company) for such reduction provided that no reduction. Each Bank 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this section and setting forth the additional amount or amounts to be paid to it hereunder shall be payable conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. Within four (4) months following the date such certificate is furnished claiming compensation by any such Bank (the "Affected Bank"), the Borrower may replace the Affected Bank with a lending institution satisfactory to the Agent (the consent to which may not be unreasonably withheld by the Agent), upon payment to the Affected Bank of all principal of and interest on all of its then outstanding Revolving Credit Loans and of all Commitment Fees and other Obligations then owing to it and upon such other terms and conditions as are satisfactory to the Majority Banks. Failure on the part of any Bank to demand compensation for any reduction in return on capital with respect to any period commencing more than 90 days prior to the date shall not constitute a waiver of such Lender first notifies the Borrowers of its intention Bank's rights to demand compensation therefor under this Section. Each determination by for any Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding reduction in return on the parties heretocapital in such period or in any other period. The covenants protection of this Section 4.2 3.8 shall survive termination be available to each Bank 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, regulation or other amounts payable hereundercondition which shall have been imposed.

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)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 Closing Date regarding capital adequacy, (b) compliance with any Governmental Authoritysuch law, treaty, rule, regulation or order issued after the Closing Date 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 other Governmental Authority (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 issued after the Closing Date regarding capital adequacy 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 applicable Borrower shall be obligated to pay to the Administrative Agent for CREDIT AGREEMENT JOHNSONDIVERSEY, INC. 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 for such reduction. A certificate as to such amounts submitted to the applicable Borrower and the Administrative Agent by such Lender shall be prima facie evidence thereof. The applicable Borrower shall not be required to compensate any Lender pursuant to this clause (after taking into account applicable deductions and credits in respect of the amount so indemnifiedc) for such reduction provided that no such amount shall be payable with respect to any period commencing increased costs incurred more than 90 180 days prior to the date that such Lender first notifies the Borrowers Administrative Agent and the applicable Borrower of its the events giving rise to such increased costs 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 events giving rise to such increased costs are retroactive, then the 180-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 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 hereunderretroactive effect thereof.

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 “Lender Parent”) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender (or its parent corporationLender Parent) 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 any (a) In the event that Term B Lender has shall have determined that the adoption any 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)therein, or any change in the interpretation or administration thereof by any Governmental AuthorityBody, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Term B Lender (for purposes of this Section 3.7, the term "Term B Lender" shall include Term B Lender and any corporation or its parent corporationbank controlling Term B Lender) and the office or branch where Term B Lender (as so defined) makes or maintains any Eurodollar Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Term B 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 Term B Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Term B Lender's (or parent corporation's) policies with respect to capital adequacy)) by an amount deemed by Term B Lender to be material, then, from time to time, Borrower shall pay 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 demand to the Agent) the Borrowers shall be obligated to pay to such Term B Lender such additional amount or amounts as will compensate such Term B 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, Term B Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.7 shall be payable available to Term B Lender regardless of any possible contention of invalidity or inapplicability 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 shallApplicable Law, 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 hereunderregulation or condition.

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 determined determines that the adoption or becoming effective, after the 55 date hereof, 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 corporationany lending office of such Lender) or by the holding company of such Lender, as the case may be, 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 will reduce the rate of return on such Lender's (or parent corporation's) capital or assets on the capital of such Lender's holding company, as the case may be, as a consequence of its commitments or such Lender's obligations hereunder under the Loan Documents to a level below that which such Lender (or its parent corporation) such Lender's holding company, as the case may be, could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (policies or parent corporation's) policies such Lender's holding company's policies, as the case may be, with respect to capital adequacy)) by an amount that such Lender deems to be material, thenTHEN the Borrower shall reimburse such Lender or such Lender's holding company, upon notice as the case may be, for such reduction. The Borrower shall pay any amount or amounts due to any Lender under this subsection (b) to such Lender within ten (10) days after receipt by the Borrower of a statement from such Lender (which shall include the basis and calculations setting forth 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 due and the basis (after taking into account applicable deductions and credits in respect for the determination from time to time of the amount so indemnified) for such reduction provided that no such amount or amounts, 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, 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 hereunderabsent manifest error.

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 hereunderaxxxxxxxxxx method.

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 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 that the adoption or becoming effective, after the date hereof, any Bank shall ---------------- have determined that the adoption 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, other Regulatory Change or compliance by such Lender any Bank (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 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 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), thenthen from time to time, upon notice from such Lender (within 10 Business Days after receipt by Borrower of a certificate of a Bank containing the information described in this Section 5.6 which shall include the basis be delivered to Borrower through Agent 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 shall be conclusive as to the Agent) the Borrowers matters set forth therein absent manifest error, Borrower shall be obligated to pay to such Lender Agent 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. In determining such amount shall be payable with respect to amount, such Bank may use any period commencing more than 90 days prior to the date such Lender first notifies the Borrowers reasonable averaging and attribution methods. A certificate of its intention to demand any Bank claiming compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.2 shall(a) shall identify the Regulatory Change, absent the amount that such Bank has reasonably determined will compensate it for any such Regulatory Change and the way in which such amount has been calculated, (b) shall be delivered to Borrower through Agent as promptly as practical after the Bank obtains knowledge of the Regulatory Change which entitled it to compensation pursuant to this Section, and (c) shall be conclusive as to the matters set forth therein in the absence of manifest error, be conclusive and binding on the parties hereto. The covenants of Any amounts received by Agent from Borrower pursuant to this Section 4.2 5.6 shall survive termination of this Credit Agreement and be disbursed by Agent in immediately available funds to the other Credit Documents and the payment of the Loans and all other amounts payable hereunder.Banks requesting such amounts. CREDIT AGREEMENT PAGE 30 ----------------

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 and under the Loans made 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 Administrative Agent), the AgentCompany (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 Administrative 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 Section 4.2 such certificate. Subject to Section6.8, 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 xxxxx xxxx 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 In the event that Collateral Agent or any Lender has shall have determined that the adoption or becoming effective, after the date hereof, 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 AuthorityBody, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Collateral Agent or any Lender (for purposes of this Section 3.7, the term "Lender" shall include Collateral Agent or its parent corporationany Lender and any corporation or bank controlling Collateral Agent or any Lender) and the office or branch where Collateral Agent or any Lender (as so defined) makes or maintains any Eurodollar Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Collateral Agent 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 Collateral Agent or such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Collateral Agent's and each Lender's (or parent corporation's) policies with respect to capital adequacy)) by an amount deemed by Collateral 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 Collateral Agent or such Lender such additional amount or amounts as will compensate Collateral 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 reduction, provided that no such amount Borrowers shall not be payable with respect required to compensate any period commencing Lender pursuant to this Section 3.7 for any reductions incurred more than 90 one hundred eighty (180) days prior to the date that Collateral Agent or such Lender first notifies the notified Borrowers of its intention the change in law giving rise to demand compensation therefor under this Sectionsuch reduction. Each determination by In determining such amount or amounts, Collateral Agent or such Lender may use any Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties heretoreasonable averaging or attribution methods. The covenants protection of this Section 4.2 3.7 shall survive termination be available to Collateral Agent and each Lender regardless of this Credit Agreement and any possible contention of invalidity or inapplicability with respect to the other Credit Documents and the payment of the Loans and all other amounts payable hereunderapplicable law, regulation or condition.

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 Effective Date 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 58 Amended and Restated Credit Agreement U.S. Concrete, Inc. 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 conclusive and binding for all purposes absent manifest error. The agreements contained in this Section 2.15 shall survive the termination of this Agreement and the payment of all amounts payable with respect hereunder; provided, however, that the Borrower shall not be required to compensate a Lender pursuant to this Section 2.15 for any period commencing such increased cost or reduction incurred more than 90 180 days prior to the date that such Lender first demands, or notifies the Borrowers Borrower of its intention to demand demand, compensation therefor under this Section. Each determination by any Lender therefor; provided, that, if the circumstance giving rise to such increased cost or reduction is retroactive, then such 180-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 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 hereunderretroactive effect thereof.

Capital Adequacy. If Without limiting any other provisions of this Agreement, in the event that any Lender has determined that the adoption or becoming effective, determines after the date hereof, hereof that the introduction or change after the date of this Agreement of any applicable law, rule treaty, governmental (or regulation quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, or any change therein (after the date hereof), or any change in the interpretation or administration application thereof by any Governmental Authority, central bank or comparable agency charged with after the interpretation or administration thereofdate of this Agreement, 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 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 which is introduced or changed after the date of this Agreement, has does or would shall 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 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)adequacy and assuming the full utilization of such Lender's capital immediately before such adoption, then, upon notice from change or compliance) by an amount reasonably deemed by such Lender (which to be material, then such Lender shall include the basis and calculations in reasonable detail supporting the compensation requested in promptly after its determination of such notice), and receipt by occurrence notify the Borrowers of such written notice from such Lender (with a copy and the Agent thereof. The Borrower agrees to pay to the Agent, for the account of such Lender, as an additional fee from time to time, within ten (10) days after written notice and demand by such Lender, such amount as such Lender certifies to be the Borrowers amount that will compensate it for such reduction in connection with its obligations hereunder. A certificate of such Lender claiming compensation under this Section 4.06 shall be obligated to pay conclusive in the absence of manifest error and shall set forth the nature of the occurrence giving rise to such Lender such compensation, the 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 to be payable with respect paid 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 it hereunder and the other Credit Documents method by which such amounts were determined. In determining such amount, the Lender involved may use reasonable averaging and the payment of the Loans and all other amounts payable hereunderattribution methods.

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 (excluding any law, rule or regulation in existence as of the Closing Date which implements the Basle Accord as it exists as of the Closing Date but including any other 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 (excluding any guideline or other requirement in existence as of the Closing Date which implements the Basle Accord as it exists as of the Closing Date but including any other 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 Agent) the Borrowers ), Kitty Hawk 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 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 or liquidity requirements, (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 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 for such reduction. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes absent manifest error; provided that notwithstanding anything herein to the contrary, (y) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (z) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on an Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after tax basis (after taking into account applicable deductions and credits in respect the date of this Agreement, regardless of the amount so indemnified) date enacted, adopted or issued. The Borrower shall not be required to compensate a Lender pursuant to this Section 2.15 for such reduction provided that no such amount shall be payable with respect to 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 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 Company agrees to pay to such Lender, no later than five (5) days following written demand by such Lender (including a statement and explanation of such charges), 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 shallCompany, absent manifest error, shall be conclusive and binding on the parties heretoCompany absent manifest error. 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 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 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 hereunderCompany by such Lender.

Capital Adequacy. If any Lender has determined that the adoption or becoming effective, after the date hereof, hereof any Lender or the Facility Agent determines that (i) the adoption of or change in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (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 Authority, central bank a court or comparable agency charged governmental authority with the interpretation or administration thereofappropriate jurisdiction, or (ii) compliance by such Lender (or its parent corporation) the Facility Agent or any corporation controlling such Lender or the Facility Agent with any request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyentity regarding capital adequacy, 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 the Facility Agent's commitment with respect to any Loans to a level below that which such Lender (or its parent corporation) the Facility Agent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) the Facility Agent's then existing policies with respect to capital adequacy), then, upon notice from adequacy and assuming full utilization of such entity's capital) by any amount reasonably deemed by such Lender or (which shall include as the basis and calculations in reasonable detail supporting case may be) the compensation requested in Facility Agent to be material, then such notice), and receipt by Lender or the Borrowers Facility Agent may notify the Borrower of such written notice from fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the Borrower agrees to pay such Lender or (with a copy to as the Agentcase may be) the Borrowers shall be obligated to pay to Facility 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 Facility Agent of a certificate in accordance with ss.6.9 hereof. Each Lender shall reasonably allocate 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 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 any change therein (after regulation implementing the date hereofBasle Accord), or after the Closing Date any change therein, or after the Closing Date 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 issued after the Closing Date (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 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 reduction. A certificate of such Lender claiming compensation under this SECTION 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be 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, conclusive absent manifest error, be conclusive PROVIDED, HOWEVER, 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 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.

Capital Adequacy. If (a) In the event that Agent or any Lender has shall have determined that the adoption or becoming effective, after the date hereof, of any applicable law, rule or regulation Change in Law 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, adequacy or compliance by such Agent or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent or its parent corporationany Lender and any corporation or bank controlling Agent or any Lender) and the office or branch where Agent or any Lender (as so defined) makes or maintains any Eurodollar Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental AuthorityBody, central bank or comparable agencyagency charged with the interpretation or administration thereof constituting a Change in Law, has or would have the effect of reducing the rate of return on such 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 Agent or such Lender (or its parent corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Agent’s and each Lender's (or parent corporation's) ’s policies with respect to capital adequacy)) by an amount reasonably deemed by Agent or any Lender to be material, then, upon notice from such Lender time to time, Borrowers shall pay, within thirty (which shall include the basis and calculations 30) days following demand (accompanied by documentation setting forth in reasonable detail supporting the compensation requested in calculation thereof and the assumptions on which such noticecalculation was based), 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 Agent or such Lender such additional amount or amounts as will compensate 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 reduction; provided that no such amount the foregoing shall be payable with respect not apply to any period commencing reductions which are incurred more than 90 180 days prior to the date of such demand; provided further, that if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include such period of retroactive effect. In determining such amount or amounts, Agent or such Lender first notifies the Borrowers of its intention to demand compensation therefor under this Section. Each determination by may use any Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties heretoreasonable averaging or attribution methods. The covenants protection of this Section 4.2 3.9 shall survive termination be available to Agent and each Lender regardless of this Credit Agreement and any possible contention of invalidity or inapplicability with respect to the other Credit Documents and the payment of the Loans and all other amounts payable hereunderChange in Law.

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 and under the Loans made 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 Administrative Agent), the AgentCompany (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 Administrative 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 xxxxx xxxx 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, as a result of any regulatory change ---------------- directly or indirectly affecting Lender or any of Lender's affiliated companies there shall be imposed, modified or deemed applicable lawany tax, rule or regulation regarding reserve, special deposit, minimum capital, capital adequacyratio, or any change therein (after the date hereof)similar requirement against or with respect to or measured by reference to loans made or to be made to Borrower hereunder, or to Letters of Credit issued on behalf of Borrower pursuant to the Letter of Credit Agreement, and the result shall be to increase the cost to Lender or to any change in the interpretation of Lender's affiliated companies of making or administration thereof by maintaining any Governmental Authority, central bank Revolving Loan or comparable agency charged with the interpretation or administration thereofLetter of Credit hereunder, or compliance by such Lender (or its parent corporation) with reduce any request or directive regarding capital adequacy (whether or not having the force of law) amount receivable in respect of any such Governmental AuthorityRevolving Loan and which increase in cost, central bank or comparable agencyreduction in amount receivable, has or would have shall be the effect result 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 (affiliated company's reasonable allocation among all affected customers of the aggregate of such increases or parent corporation's) policies with respect to capital adequacy)reductions resulting from such event, then, upon notice within ten (10) days after receipt by Borrower of a certificate from such Lender (containing the information described in this Section 3.5 which shall include the basis and calculations in reasonable detail supporting the compensation requested in such notice)be delivered to Borrower, and receipt by the Borrowers of such written notice ----------- Borrower agrees from such Lender (with a copy time to the Agent) the Borrowers shall be obligated time to pay to such Lender such additional amount or amounts as will shall be sufficient to compensate such Lender on an after tax basis (after taking into account applicable deductions and credits in respect or any of the amount so indemnified) Lender's affiliated companies for such reduction provided that no increased costs or reductions in amounts which Lender determines in Lender's reasonable discretion are material. Notwithstanding the foregoing, all such amount amounts shall be payable with respect to any period commencing more than 90 days prior subject to the date such Lender first notifies the Borrowers provisions of its intention to demand Section 3.4. The certificate ----------- requesting compensation therefor under this Section. Each determination by any Lender of amounts owing under this Section 4.2 shall3.5 shall identify the regulatory ----------- change which has occurred, absent manifest errorthe requirements which have been imposed, be conclusive and binding on modified or deemed applicable, the parties hereto. The covenants amount of this Section 4.2 shall survive termination of this Credit Agreement such additional cost or reduction in the amount receivable and the other Credit Documents and the payment of the Loans and all other amounts payable hereunderway in which such amount has been calculated.

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 heretoattribution methods. The covenants of If, pursuant to this Section 4.2 shall survive termination of this Credit Agreement and 2.16, the other Credit Documents and the payment of the Loans and all other amounts payable hereunder.Lender requires

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) 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 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 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 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 hereunderLender.

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 Page 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 (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 aftxx xxx xxte hereof any Lender has determined or the Administrative Agent determines that (a) the adoption of or becoming effective, after the date hereof, of change in any applicable law, rule governmental rule, regulation, policy, guideline or regulation directive (whether or not having the force of law) regarding capital adequacy, requirements for Lenders or any change therein (after the date hereof), Lender holding companies or any change in the interpretation or administration application thereof by any a Governmental Authority, central bank or comparable agency charged Authority with the interpretation or administration thereofappropriate jurisdiction, or (b) compliance by such Lender (or its parent corporation) the Administrative Agent or any corporation controlling such Lender or the Administrative Agent with any request law, governmental rule, regulation, policy, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agencyentity regarding capital adequacy, 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 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 (or parent corporation's) the Administrative Agent's then existing policies with respect to capital adequacy), then, upon notice from adequacy and assuming full utilization of such entity's capital) by any amount deemed by such Lender or (which shall include as the basis and calculations in reasonable detail supporting case may be) the compensation requested in Administrative Agent to be material, then such notice), and receipt by Lender or the Administrative Agent may notify the Borrowers of such written notice from fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the Borrowers agree to pay such Lender or (with a copy to as the Agentcase may be) the Borrowers shall be obligated to pay to 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 ss.6.8 hereof. Each LendeR shall allocate 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 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 lawLaw, 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 authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such any Lender (or its parent corporationLending Office) with any request or directive regarding capital adequacy (whether or not having the force of lawLaw) 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 capital allocated to the transactions contemplated by this Agreement (or parent corporation'sthe capital of its holding company) capital or assets 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 (policies or parent corporation's) the policies of its holding company 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 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 that no reduction. Each Lender will designate a different lending office if such designation will avoid the need for, or reduce the amount shall of, such compensation and will not, in the judgment of such Lender, be payable with respect 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 in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Within four (4) months following the date such certificate is furnished claiming compensation by any such Lender (the "Affected Lender"), the Borrowers may replace the Affected Lender with a lending institution satisfactory to the Agent (the consent to which may not be unreasonably withheld by the Agent), upon payment to the Affected Lender of all principal of and interest on all of its then outstanding Revolving Credit Loans and of all Facility Fees, and other Obligations then owing to it and upon such other terms and conditions as are satisfactory to the parties heretoMajority Lenders. 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, regulation or other amounts payable hereundercondition which shall have been imposed.

Capital Adequacy. If any Lender has determined that the adoption or becoming effectiveBank shall have determined, after that, whether in effect at the date hereofof this Agreement or hereafter in effect, of any applicable lawLaw, 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 authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender any Bank (or its parent corporationLending Office) with any request or directive regarding capital adequacy (whether or not having the force of lawLaw) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such LenderBank's capital allocated to the transactions contemplated by this Agreement (or parent corporation'sthe capital of its 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 corporationholding company) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such LenderBank's (policies or parent corporation's) the policies of its holding company with respect to capital adequacy)) by an amount deemed by such Bank to be material, thenthen from time to time, upon notice from within 15 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 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 holding company) for such reduction provided that no reduction. Each Bank 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this section and setting forth the additional amount or amounts to be paid to it hereunder shall be payable conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. Within four (4) months following the date such certificate is furnished claiming compensation by any such Bank (the "Affected Bank"), the Borrowers may replace the Affected Bank with a lending institution satisfactory to the Agent (the consent to which may not be unreasonably withheld by the Agent), upon such terms and conditions as are satisfactory to the Majority Banks. Failure on the part of any Bank to demand compensation for any reduction in return on capital with respect to any period commencing more than 90 days prior to the date shall not constitute a waiver of such Lender first notifies the Borrowers of its intention Bank's rights to demand compensation therefor under this Section. Each determination by for any Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding reduction in return on the parties heretocapital in such period or in any other period. The covenants protection of this Section 4.2 3.8 shall survive termination be available to each Bank 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, regulation or other amounts payable hereundercondition which shall have been imposed.

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 (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 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 for such reduction. A certificate as to such amounts submitted to the Borrowers and the Administrative Agent by such Lender shall be conclusive and binding for all purposes absent manifest error. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 2.15 (Capital Adequacy), such certificate shall certify that that it is generally charging such other costs to other similarly situated borrowers. Notwithstanding the foregoing, to the extent such certificate is given by such Lender more than one hundred eighty (180) days after tax basis it has knowledge (after taking into account applicable deductions and credits in respect or should have had knowledge) of the amount so indemnified) occurrence of the event giving rise to the incurrence of such additional amounts, such Lender shall not be entitled to compensation for such reduction provided that no such amount shall be payable with respect to any period commencing additional amounts incurred or accruing more than 90 one hundred eighty (180) days prior to the date delivery of such Lender first notifies certificate 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 hereunderBorrowers.

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 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. 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 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.