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 ANY LENDER WITH ANY REQUEST OR
DIRECTIVE ISSUED 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 HAS OR WOULD HAVE THE EFFECT OF REDUCING THE RATE OF RETURN ON
SUCH LENDER'S CAPITAL AS A CONSEQUENCE OF ITS OBLIGATIONS HEREUNDER, UNDER THE
LETTERS OF CREDIT, THE NOTES OR OTHER OBLIGATIONS HELD BY IT TO A LEVEL BELOW
THAT WHICH SUCH LENDER COULD HAVE ACHIEVED BUT FOR SUCH ADOPTION, CHANGE OR
COMPLIANCE (TAKING INTO CONSIDERATION SUCH LENDER'S POLICIES WITH RESPECT TO
CAPITAL ADEQUACY) BY AN AMOUNT DEEMED BY SUCH LENDER TO BE MATERIAL, THEN FROM
TIME TO TIME, UPON SATISFACTION OF THE CONDITIONS PRECEDENT SET FORTH IN THIS
SECTION, AFTER DEMAND BY SUCH LENDER (WITH A COPY TO THE APPROPRIATE AGENT) AS
PROVIDED BELOW, PAY (SUBJECT TO SECTIONS 11.7 AND 11.16 HEREOF) TO SUCH LENDER
SUCH ADDITIONAL AMOUNT OR AMOUNTS AS WILL COMPENSATE SUCH
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LENDER FOR SUCH REDUCTION.
THE CERTIFICATE OF ANY LENDER SETTING FORTH ITS
REASONABLE, GOOD FAITH DETERMINATION OF SUCH AMOUNT OR AMOUNTS AS SHALL BE
NECESSARY TO COMPENSATE IT AND SETTING FORTH IN REASONABLE DETAIL THE BASIS
THEREOF AND REASONS THEREFOR SHALL BE DELIVERED AS SOON AS PRACTICABLE TO THE
APPLICABLE BORROWER AND SHALL BE CONCLUSIVE AND BINDING, ABSENT MANIFEST ERROR.
THE APPLICABLE BORROWER SHALL PAY THE AMOUNT SHOWN AS DUE ON ANY SUCH
CERTIFICATE WITHIN FIFTEEN (15) BUSINESS DAYS AFTER THE RECEIPT OF SUCH
CERTIFICATE.
IN PREPARING SUCH CERTIFICATE, A LENDER MAY EMPLOY SUCH
ASSUMPTIONS AND ALLOCATIONS OF COSTS AND EXPENSES AS IT SHALL IN GOOD FAITH DEEM
REASONABLE AND MAY USE ANY REASONABLE AVERAGING AND ATTRIBUTION METHOD.
7.10
ERISA INFORMATION AND COMPLIANCE.
PROMPTLY
FURNISH TO AGENTS: (I) IMMEDIATELY UPON RECEIPT, A COPY OF ANY NOTICE OF
WITHDRAWAL LIABILITY WITHIN THE MEANING OF SECTION 4201 OF ERISA RESULTING FORM
A COMPLETE WITHDRAWAL OR PARTIAL WITHDRAWAL (AS DEFINED IN SECTION 4201(B) OF
ERISA) AND ANY NOTICE FROM THE PBGC UNDER TITLE IV OF ERISA OF AN INTENT TO
TERMINATE OR APPOINT A TRUSTEE TO ADMINISTER ANY PLAN, (II) IF REQUESTED BY ANY
AGENT, PROMPTLY AFTER THE FILING THEREOF WITH THE UNITED STATES SECRETARY OF
LABOR OR THE PBGC OR THE INTERNAL REVENUE SERVICE OR ANY GOVERNMENTAL AUTHORITY
HAVING JURISDICTION UNDER APPLICABLE CANADIAN PENSION LEGISLATION, COPIES OF
EACH ANNUAL AND OTHER REPORT OR OTHER INFORMATION RETURN WITH RESPECT TO EACH
PLAN OR ANY TRUST CREATED THEREUNDER, (III) IMMEDIATELY UPON BECOMING AWARE OF
THE OCCURRENCE OF ANY "REPORTABLE EVENT" (AS SUCH TERM IS DEFINED IN SECTION
4043 OF ERISA) FOR WHICH THE DISCLOSURE REQUIREMENTS OF 29 C.F.R. SECTION 4043
PROMULGATED BY THE PBGC HAVE NOT BEEN WAIVED AND THAT COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, OR OF ANY "PROHIBITED TRANSACTION"
(AS SUCH TERM IS DEFINED IN SECTION 4975 OF THE