Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity) by an amount deemed material by such Lender, then from time to time the Company will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

Capital Contributions. Each Member named on [Exhibit D] to the First A&R LLC Agreement was credited with the IPO Date Capital Account Balance set forth on [Exhibit D] to the First A&R LLC Agreement in respect of its Interest specified thereon. No Member shall be required to make additional Capital Contributions.

Capital Balance. The Initial Capital Contribution made by a Partner in cash and the fair market value of any contributions in kind, (as set forth in this Agreement), as reduced from time to time by all cash distributions to such Partner which, pursuant to the terms of this Agreement, are in reduction of a Partner’s Capital Balance.

Capital Commitment. The Capital Commitment with respect to any Limited Partner is his obligation to contribute the aggregate amount to be paid for the Units (computed at the rate of $5,000.00 per Unit) subscribed for by him pursuant to his Subscription Agreement and set opposite his name on the signature page attached to this Agreement, and with respect to the General Partner, is its obligation to make its original Capital Contribution pursuant to Section 3.1 hereof.

Capital Accounts. The Partnership will maintain for each Partner an account to be designated “Capital Account”, to which will be added the Partner’s Initial Capital Contribution, Additional Capital Contributions and distributive share of the profits of the Partnership, and against which will be deducted the Partner’s distributive share of the losses of the Partnership and all distributions made to the Partner. A Partner’s Capital Account may, at any point in time, be the same as or different from such Partner’s Capital Balance and may have a negative balance resulting from the Partner’s share of distributions and losses in excess of the Partner’s Initial Capital Contribution and Additional Capital Contributions.

Capital Expenditures. Incur or make any Capital Expenditures, except:

Capital Stock. Issued, sold, disposed of or encumbered, or authorized the issuance, sale, disposition or encumbrance of, or granted or issued any option to acquire any shares of its capital stock or any other of its securities or any Equity Security, or altered the term of any of its outstanding securities or made any change in its outstanding shares of capital stock or its capitalization, whether by reason of reclassification, recapitalization, stock split, combination, exchange or readjustment of shares, stock dividend or otherwise; changed its authorized or issued capital stock; granted any stock option or right to purchase shares of its capital stock; issued any security convertible into any of its capital stock; granted any registration rights with respect to shares of its capital stock; purchased, redeemed, retired, or otherwise acquired any shares of its capital stock; declared or paid any dividend or other distribution or payment in respect of shares of capital stock of any other entity;

Capital Requirements. If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or such Issuing Bank, then, upon the request of such Lender or such Issuing Bank, the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered; provided that no Lender will claim the payment of any of the amounts referred to in this paragraph # if not generally claiming similar compensation from its other similar customers in similar circumstances.

changes in working capital or inventory levels;

Section # Changes in Capital Adequacy Regulations 43