Common use of Additional Costs; Capital Requirements Clause in Contracts

Additional Costs; Capital Requirements. (a) In the event that any existing or future law or regulation, guideline or interpretation thereof, by any court or administrative or governmental authority (foreign or domestic) charged with the administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such authority shall impose, modify or deem applicable or result in the application of, any capital maintenance, capital ratio or similar requirement against loan commitments made by any Bank hereunder, and the result of any event referred to above is to impose upon any Bank or increase any capital requirement applicable as a result of the making or maintenance of such Bank's Revolving Credit Commitment or the obligation of the Borrowers hereunder with respect to such Revolving Credit Commitment (which imposition of capital requirements may be determined by each Bank's reasonable allocation of the aggregate of such capital increases or impositions), then, within ten (10) Business Days' of demand made by such Bank as promptly as practicable after it obtains knowledge that such law, regulation, guideline, interpretation, request or directive exists and determines to make such demand, the Borrowers shall pay to such Bank from time to time as specified by such Bank additional amounts which shall be sufficient to compensate such Bank for such imposition of or increase in capital requirements together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. A certificate setting forth in reasonable detail the amount necessary to compensate such Bank as a result of an imposition of or increase in capital requirements submitted by such Bank to the Borrowers shall be conclusive, absent manifest error, as to the amount thereof. All references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment.

Additional Costs; Capital Requirements. (a) In the event that any existing or future law or regulation, guideline or interpretation thereof, by any court or administrative or governmental authority (foreign or domestic) charged with the administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such authority shall impose, modify or deem applicable or result in the application of, any capital maintenance, capital ratio or similar requirement against loan commitments made by any Bank hereunder, and the result of any event referred to above is to impose upon any Bank or increase any capital requirement applicable as a result of the making or maintenance of of, such Bank's Revolving Credit Commitment or the obligation of the Borrowers hereunder with respect to such Revolving Credit Commitment (which imposition of capital requirements may be determined by each Bank's reasonable allocation of the aggregate of such capital increases or impositions), then, within ten (10) Business Days' of upon demand made by such Bank as promptly as practicable after it obtains knowledge that such law, regulation, guideline, interpretation, request or directive exists and determines to make such demand, the Borrowers shall immediately pay to such Bank from time to time as specified by such Bank additional amounts which shall be sufficient to compensate such Bank for such imposition of or increase in capital requirements together with interest on each such amount at a rate per annum during the period (x) commencing on the date demanded until ten days thereafter equal to the Alternate Base Rate as in effect from time to time plus the Applicable Margin for ABR Loans and (y) commencing on the date that is ten days after the date demanded until payment in full thereof at the Post-Default Rate. A certificate setting forth in reasonable detail the amount necessary to compensate such Bank as a result of an imposition of or increase in capital requirements submitted by such Bank to the Borrowers a Borrower shall be conclusive, absent manifest error, as to the amount thereof. All For purposes of this Section 2.22, all references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment.

Additional Costs; Capital Requirements. (a) In the event that any existing or future law or regulation, guideline or interpretation thereof, by any court or administrative or governmental authority (foreign or domestic) charged with the administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such authority shall impose, modify or deem applicable or result in the application of, any capital maintenance, capital ratio or similar requirement against loan commitments made or other obligations entered into by any Bank hereunder, and the result of any event referred to above is to impose upon any Bank or increase any capital requirement applicable as a result of the making or maintenance of such Bank's Revolving Credit Commitment or the obligation of the Borrowers such Bank hereunder with respect to such Revolving Credit Commitment or otherwise (which imposition of capital requirements may be determined by each Bank's reasonable allocation of the aggregate of such capital increases or impositions), then, within ten (10) Business Days' of upon demand made by such Bank as promptly as practicable after it obtains knowledge that such law, regulation, guideline, interpretation, request or directive exists and determines to make such demand, the Borrowers shall immediately pay to such Bank from time to time as specified by such Bank additional amounts which shall be sufficient to compensate such Bank for such imposition of or increase in capital requirements together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. A certificate setting forth in reasonable detail the amount necessary to compensate such Bank as a result of an imposition of or increase in capital requirements submitted by such Bank to the Borrowers shall be conclusive, absent manifest error, as to the amount thereof. All references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment.

Additional Costs; Capital Requirements. (a) In the event that after the date of this Agreement any existing change in or future adoption of any law or regulation, guideline or interpretation thereof, thereof by any court or administrative or governmental authority (foreign or domestic) charged with the administration thereof, or compliance by any Bank or any corporation controlling such Bank with any new or changed request or directive (whether or not having the force of law) of any such authority shall impose, modify or deem applicable or result in the application of, any capital maintenance, capital ratio or similar requirement against loan commitments made or Letters of Credit issued or participated in by any Bank hereunderhereunder or the Obligations of the Borrowers, and the result of any event referred to above is to (i) impose upon any Bank or any corporation controlling such Bank or increase any capital requirement applicable as a result of the making or maintenance of of, such Bank's Revolving Commitment, the issuance of Letters of Credit Commitment or participations therein or the obligation Obligations of the Borrowers hereunder with respect to such Revolving Credit Commitment (which imposition of capital requirements may be determined by each Bank's reasonable allocation of the aggregate of such capital increases or impositions), or (ii) reduce the rate of return on such Bank's capital or the capital of any corporation controlling such Bank to a level below that which it could have achieved but for such adoption, change, request or directive, then, within ten (10) Business Days' of upon demand made by such Bank as promptly as practicable after it obtains knowledge that such law, regulation, guideline, interpretation, request or directive exists and determines to make such demand, the Borrowers shall immediately pay to such Bank from time to time as specified by such Bank additional amounts commitment fees which shall be sufficient to compensate such Bank or any corporation controlling such Bank for such imposition of or increase in capital requirements or reduced rate of return together with interest on each such amount from the date demanded until payment in full thereof thereof, such interest, for the first thirty (30) days after the date of such demand, to be at the rate applicable to Loans hereunder, and, from and after the thirty-first (31st) day after such demand, at the Post-Default RateRate applicable to Loans hereunder. A certificate setting forth in reasonable detail the amount necessary to compensate such Bank or any corporation controlling such Bank as a result of an imposition of or increase in capital requirements or reduced rate of return submitted by such Bank to the Borrowers NPDC shall be conclusive, absent manifest error, as to the amount thereof. All references For purposes of this Section 2.21, in calculating the amount necessary to compensate any "Bank" Bank or any corporation controlling such Bank for any imposition of or increase in capital requirements or reduced rate of return, such Bank shall be deemed allocate such amount among its customers similarly situated to include any participant the Borrowers in such Bank's Revolving Credit Commitmentgood faith and on an equitable basis.

Additional Costs; Capital Requirements. (a) In the event that after the date of this Agreement any existing change in or future adoption of any law or regulation, guideline or interpretation thereof, thereof by any court or administrative or governmental authority (foreign or domestic) charged with the administration thereof, or compliance by any Bank or any corporation controlling such Bank with any new or changed request or directive (whether or not having the force of law) of any such authority shall impose, modify or deem applicable or result in the application of, any capital maintenance, capital ratio or similar requirement against loan commitments made by any Bank hereunderhereunder or the Obligations of the Borrower, and the result of any event referred to above is to (i) impose upon any Bank or any corporation controlling such Bank or increase any capital requirement applicable as a result of the making or maintenance of of, such Bank's Revolving Credit Commitment or the obligation Obligations of the Borrowers Borrower hereunder with respect to such Revolving Credit Commitment (which imposition of capital requirements may be determined by each Bank's reasonable allocation of the aggregate of such capital increases or impositions), or (ii) reduce the rate of return on such Bank's capital or the capital of any corporation controlling such Bank to a level below that which it could have achieved but for such adoption, change, request or directive, then, within ten (10) Business Days' of upon demand made by such Bank as promptly as practicable after it obtains knowledge that such law, regulation, guideline, interpretation, request or directive exists and determines to make such demand, the Borrowers Borrower shall immediately pay to such Bank from time to time as specified by such Bank additional amounts commitment fees which shall be sufficient to compensate such Bank or any corporation controlling such Bank for such imposition of or increase in capital requirements or reduced rate of return together with interest on each such amount from the date demanded until payment in full thereof thereof, such interest, for the first thirty (30) days after the date of such demand, to be at the rate applicable to Prime Rate Loans hereunder, and, from and after the thirty-first (31st) day after such demand, at the Post-Default Rate. A certificate setting forth in reasonable detail the amount necessary to compensate such Bank or any corporation controlling such Bank as a result of an imposition of or increase in capital requirements or reduced rate of return submitted by such Bank to the Borrowers Borrower shall be conclusive, absent manifest error, as to the amount thereof. All references For purposes of this Section 2.21, in calculating the amount necessary to compensate any "Bank" Bank or any corporation controlling such Bank for any imposition of or increase in capital requirements or reduced rate of return, such Bank shall be deemed allocate such amount among its customers similarly situated to include any participant the Borrower in such Bank's Revolving Credit Commitmentgood faith and on an equitable basis.

Additional Costs; Capital Requirements. (a) In the event that any existing or future law or regulation, guideline or interpretation thereof, by any court or administrative or governmental authority Governmental Authority (foreign or domestic) charged with the administration thereof, or compliance by any Bank Lender with any request or directive (whether or not having the force of law) of any such authority shall impose, modify or deem applicable or result in the application of, any capital maintenance, capital ratio or similar requirement against loan commitments made by any Bank Lender hereunder, and the result of any event referred to above is to impose upon any Bank Lender or increase any capital requirement applicable as a result of the making or maintenance of such Bank's Lender’s Revolving Credit Commitment or the obligation of the Borrowers Borrower hereunder with respect to such Revolving Credit Commitment (which imposition of capital requirements may be determined by each Bank's Lender’s reasonable allocation of the aggregate of such capital increases or impositions), then, within ten fifteen (1015) Business Days' ’ of demand made by such Bank Lender as promptly as practicable after it obtains knowledge that such law, regulation, guideline, interpretation, request or directive exists and determines to make such demand, the Borrowers Borrower shall pay to such Bank Lender from time to time as specified by such Bank Lender additional amounts which shall be sufficient to compensate such Bank Lender for such imposition of or increase in capital requirements together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. A certificate setting forth in reasonable detail the amount necessary to compensate such Bank as a result of an imposition of or increase in capital requirements submitted by such Bank to the Borrowers shall be conclusive, absent manifest error, as to the amount thereof. All references to any "Bank" “Lender” shall be deemed to include any participant in such Bank's Lender’s Revolving Credit Commitment.

Additional Costs; Capital Requirements. (a) In the event that any existing or future law or regulation, guideline or interpretation thereof, by any court or administrative or governmental authority (foreign or domestic) charged with the administration thereof, or compliance by any Bank Lender with any request or directive (whether or not having the force of law) of any such authority shall impose, modify or deem applicable or result in the application of, any capital maintenance, capital ratio or similar requirement against loan commitments made by any Bank Lender hereunder, and the result of any event referred to above is to impose upon any Bank Lender or increase any capital requirement applicable as a result of the making or maintenance of of, such BankLender's Revolving Credit Commitment or the obligation of the Borrowers Borrower hereunder with respect to such Revolving Credit Commitment (which imposition of capital requirements may be determined by each BankLender's reasonable allocation of the aggregate of such capital increases or impositions), then, within ten (10) Business Days' of upon demand made by such Bank Lender as promptly as practicable after it obtains knowledge that such law, regulation, guideline, interpretation, request or directive exists and determines to make such demand, the Borrowers Borrower shall immediately pay to such Bank Lender from time to time as specified by such Bank Lender additional commitment fees or interest or other amounts which shall be sufficient to compensate such Bank Lender for such imposition of or increase in capital requirements together with interest on each such amount from the fifth day after the date demanded of demand therefor until payment in full thereof at the Post-Post- Default Rate. A certificate setting forth in reasonable detail the amount necessary to compensate such Bank Lender as a result of an imposition of or increase in capital requirements submitted by such Bank Lender to the Borrowers Borrower shall be conclusive, absent manifest error, as to the amount thereof. All For purposes of this Section 2.17, all references to any "BankLender" shall be deemed to include any participant in such BankLender's Revolving Credit Commitment.

Additional Costs; Capital Requirements. (ai) In ln the event that any existing or future law or regulation, regulation or guideline or interpretation thereof, thereof by any court or administrative or governmental authority (foreign or domestic) charged with the administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such authority shall impose, modify or deem applicable or result in the application of, any capital maintenance, capital ratio or similar requirement against loan commitments made letters of credit or guaranties issued by any Bank hereunderor participation therein of, and or assets held by or deposits in or for the result of any event referred to above is to impose upon account of, any Bank or increase any capital requirement applicable as a result corporation controlling such Bank or impose on any Bank any other condition regarding this Agreement or any L/C or participation therein or the issuance or acquisition of the making or maintenance of participation in such Bank's Revolving Credit Commitment relating to L/Cs or similar contingent obligations or the obligation of the Borrowers hereunder with respect to such Revolving Credit Commitment (which imposition of capital requirements may be determined by each Bank's reasonable allocation of the aggregate of such capital increases or impositions), then, within ten (10) Business Days' of upon demand made by such Bank as promptly as practicable after it obtains knowledge that such law, regulation, guideline, interpretation, request or directive exists and determines to make such demand, the Borrowers shall immediately pay to such Bank from time to time as specified by such Bank additional amounts commitment fees which shall be sufficient to compensate such Bank for in light of such imposition of or increase in capital requirements circumstances together with interest on each such amount commencing five (5) days from the date payment of such additional costs is demanded until payment in full thereof at the Post-Default Rate. A certificate setting forth in reasonable detail the amount necessary to compensate such Bank as a result of an imposition of or increase in capital requirements aforesaid submitted by such Bank to the Borrowers shall be conclusive, absent manifest error, as to the amount thereof. All For purposes of this subsection (h) all references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment.

Additional Costs; Capital Requirements. (a) In the event that any existing or future law or regulation, guideline or interpretation thereof, by any court or administrative or governmental authority (foreign or domestic) charged with the administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such authority shall impose, modify or deem applicable or result in the application of, any capital maintenance, capital ratio or similar requirement against loan commitments made by any Bank hereunder, and the result of any event referred to above is to impose upon any Bank or increase any capital requirement applicable as a result of the making or maintenance of off such Bank's Revolving Credit Commitment or the obligation of the Borrowers either Borrower hereunder with respect to such Revolving Credit Commitment (which imposition of capital requirements may be determined by each Bank's reasonable allocation of the aggregate of such capital increases or impositions), then, within ten (10) Business Days' of upon demand made by such Bank as promptly as practicable after it obtains knowledge that such law, regulation, guideline, interpretation, request or directive exists and determines to make such demand, the Borrowers each Borrower shall immediately pay to such Bank from time to time as specified by such Bank additional amounts commitment fees which shall be sufficient to compensate such Bank for such imposition of or increase in capital requirements together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. A certificate setting forth in reasonable detail the amount necessary to compensate such Bank as a result of an imposition of or increase in capital requirements submitted by such Bank to the Borrowers a Borrower shall be conclusive, absent manifest error, as to the amount thereof. All For purposes of this Section 2.18: (i) in calculating the amount necessary to compensate any Bank for any imposition of or increase in capital requirements, such Bank shall be deemed to be entitled to a rate of return on capital (after federal, state and local taxes) of fifteen percent per annum, and (ii) all references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment.

Additional Costs; Capital Requirements. (a) In the event that any existing or future law or regulation, guideline or interpretation thereof, by any court or administrative or governmental authority (foreign or domestic) charged with the administration thereof, or compliance by any either Bank with any request or directive (whether or not having the force of law) of any such authority shall impose, modify or deem applicable or result in the application of, any capital maintenance, capital ratio or similar requirement against loan commitments made by any either Bank hereunder, and the result of any event referred to above is to impose upon any either Bank or increase any capital requirement applicable as a result of the making or maintenance of of, such Bank's Revolving Credit Commitment or the obligation of the Borrowers Borrower hereunder with respect to such Revolving Credit Commitment (which imposition of capital requirements may be determined by each Bank's reasonable allocation of the aggregate of such capital increases or impositions), then, within ten (10) Business Days' of upon demand made by such Bank as promptly as practicable after it obtains knowledge that such law, regulation, guideline, interpretation, request or directive exists and determines to make such demand, the Borrowers Borrower shall immediately pay to such Bank from time to time as specified by such Bank additional amounts commitment fees which shall be sufficient to compensate such Bank for such imposition of or increase in capital requirements together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. A certificate setting forth in reasonable detail the amount necessary to compensate such Bank as a result of an imposition of or increase in capital requirements submitted by such Bank to the Borrowers Borrower shall be conclusive, absent manifest error, as to the amount thereof. All For purposes of this Section 2.18: (i) in calculating the amount necessary to compensate any Bank for any imposition of or increase in capital requirements, such Bank shall be deemed to be entitled to a rate of return on capital (after federal, state and local taxes) of fifteen percent per annum, and (ii) all references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment.

Additional Costs; Capital Requirements. (a) In the event that any existing or future law or regulation, guideline or interpretation thereof, by any court or administrative or governmental authority (foreign or domestic) charged with the administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such authority Change in Law shall impose, modify or deem applicable or result in the application of, any capital maintenance, capital ratio or similar requirement against loan commitments made by any Bank Lender hereunder, and the result of any event referred to above is to impose upon any Bank Lender or any corporation controlling any Lender or increase any capital requirement applicable as a result of the making or maintenance of such Bank's Lender’s commitments (including its Revolving Credit Commitment and/or its commitment to issue and maintain or participate in Letters of Credit) or the obligation of the Borrowers Borrower hereunder with respect to such Revolving Credit Commitment commitments (which imposition of capital requirements may be determined by each Bank's Lender’s reasonable allocation of the aggregate of such capital increases or impositions), then, within ten (10) Business Days' Days of demand made by such Bank Lender as promptly as practicable after it obtains knowledge that such law, regulation, guideline, interpretation, request or directive Change in Law exists and determines to make such demand, the Borrowers Borrower shall pay to such Bank Lender from time to time as specified by such Bank Lender additional amounts which shall be sufficient to compensate such Bank Lender or such controlling corporation for such imposition of or increase in capital requirements together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. A certificate setting forth in reasonable detail the amount necessary to compensate such Bank Lender or such controlling corporation as a result of an imposition of or increase in capital requirements submitted by such Bank Lender to the Borrowers Borrower shall be conclusive, absent manifest error, as to the amount thereof. All references to any "Bank" “Lender” shall be deemed to include any participant in of such Bank's Revolving Credit CommitmentLender.

Additional Costs; Capital Requirements. (a) In the event that any existing or future law or regulation, guideline or interpretation thereof, by any court or administrative or governmental authority (foreign or domestic) charged with the administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such authority shall impose, modify or deem applicable or result in the application of, any capital maintenance, capital ratio or similar requirement against loan commitments made by any Bank hereunder, and the result of any event referred to above is to impose upon any Bank or increase any capital requirement applicable as a result of the making or maintenance of such Bank's ’s Revolving Credit Commitment or the obligation of the Borrowers hereunder with respect to such Revolving Credit Commitment (which imposition of capital requirements may be determined by each Bank's ’s reasonable allocation of the aggregate of such capital increases or impositions), then, within ten (10) Business Days' ’ of demand made by such Bank as promptly as practicable after it obtains knowledge that such law, regulation, guideline, interpretation, request or directive exists and determines to make such demand, the Borrowers shall pay to such Bank from time to time as specified by such Bank additional amounts which shall be sufficient to compensate such Bank for such imposition of or increase in capital requirements together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. A certificate setting forth in reasonable detail the amount necessary to compensate such Bank as a result of an imposition of or increase in capital requirements submitted by such Bank to the Borrowers shall be conclusive, absent manifest error, as to the amount thereof. All references to any "“Bank" ” shall be deemed to include any participant in such Bank's ’s Revolving Credit Commitment.

Additional Costs; Capital Requirements. (a) In the event that any existing or future law or regulation, guideline or interpretation thereof, thereof by any court or administrative or governmental authority (foreign or domestic) charged with the administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such authority shall impose, modify or deem applicable or result in the application of, any capital maintenance, capital ratio or similar requirement against loan or letter of credit commitments made by any Bank hereunder, or against letters of credit or guaranties issued by or participations therein of, or assets held by or deposits in or for the account of, any Bank or any corporation controlling such Bank or impose on any Bank any other condition regarding this Agreement or any L/C or participation therein or the issuance or acquisition of or participation in such Bank's Commitment including in relation to L/Cs or similar contingent obligations or the obligation of any Bank or the Borrower hereunder with respect to such Commitment and the result of any event referred to above is to impose upon any Bank or increase any capital requirement applicable as a result of the making or maintenance of of, such Bank's Revolving Credit Commitment or issuing, maintaining or participating in L/Cs or L/C Obligations or the obligation of the Borrowers Borrower hereunder with respect to such Revolving Credit Commitment (which imposition of capital requirements may be determined by each Bank's reasonable allocation of the aggregate of such capital increases or impositions), then, within ten (10) Business Days' of upon demand made by such Bank as promptly as practicable after it obtains knowledge that such law, regulation, guideline, interpretation, request or directive exists and determines to make such demand, the Borrowers Borrower shall immediately pay to such Bank from time to time as specified by such Bank additional amounts commitment fees which shall be sufficient to compensate such Bank for such imposition of or increase in capital requirements together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. A certificate setting forth in reasonable detail the amount necessary to compensate such Bank as a result of an imposition of or increase in capital requirements submitted by such Bank to the Borrowers Borrower shall be conclusive, absent manifest error, as to the amount thereof. All For purposes of this Section 2.22, all references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment.

Additional Costs; Capital Requirements. (a) In the event that any existing or future law or regulation, guideline or interpretation thereof, by any court or administrative or governmental authority (foreign or domestic) charged with the administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such authority Change in Law shall impose, modify or deem applicable or result in the application of, any capital maintenance, capital ratio or similar requirement against loan commitments made by any Bank Lender hereunder, and the result of any event referred to above is to impose upon any Bank Lender or any corporation controlling any Lender or increase any capital requirement applicable as a result of the making or maintenance of such Bank's Revolving Credit Commitment Lender’s commitments or the obligation of the Borrowers Borrower hereunder with respect to such Revolving Credit Commitment commitments (which imposition of capital requirements may be determined by each Bank's Lender’s reasonable allocation of the aggregate of such capital increases or impositions), then, within ten (10) Business Days' Days of demand made by such Bank Lender as promptly as practicable after it obtains knowledge that such law, regulation, guideline, interpretation, request or directive Change in Law exists and determines to make such demand, the Borrowers Borrower shall pay to such Bank Lender from time to time as specified by such Bank Lender additional amounts which shall be sufficient to compensate such Bank Lender or such controlling corporation for such imposition of or increase in capital requirements together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. A certificate setting forth in reasonable detail the amount necessary to compensate such Bank Lender or such controlling corporation as a result of an imposition of or increase in capital requirements submitted by such Bank Lender to the Borrowers Borrower shall be conclusive, absent manifest error, as to the amount thereof. All references to any "Bank" “Lender” shall be deemed to include any participant in of such Bank's Revolving Credit CommitmentLender.

Additional Costs; Capital Requirements. (a) In the event that any existing or future law or regulation, guideline or interpretation thereof, by any court or administrative or governmental authority (foreign or domestic) charged with the administration thereof, or compliance by any Bank LENDER with any request or directive (whether or not having the force of law) of any such authority shall impose, modify or deem applicable or result in the application of, any capital maintenance, capital ratio or similar requirement against loan commitments made or other obligations entered into by any Bank LENDER hereunder, and the result of any event referred to above is to impose upon any Bank LENDER or increase any capital requirement applicable as a result of the making or maintenance of such BankLENDER's Revolving Credit Commitment commitment hereunder or the obligation of the Borrowers hereunder with respect to such Revolving Credit Commitment otherwise (which imposition of capital requirements may be determined by each BankLENDER's reasonable allocation of the aggregate of such capital increases or impositions), then, within ten (10) Business Days' of upon demand made by such Bank LENDER as promptly as practicable after it obtains knowledge that such law, regulation, guideline, interpretation, request or directive exists and determines to make such demand, the Borrowers BORROWER shall immediately pay to such Bank LENDER from time to time as specified by such Bank LENDER additional amounts commitment fees which shall be sufficient to compensate such Bank LENDER for such imposition of or increase in capital requirements together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. A certificate setting forth in reasonable detail the amount necessary to compensate such Bank LENDER as a result of an imposition of or increase in capital requirements submitted by such Bank LENDER to the Borrowers BORROWER shall be conclusive, absent manifest error, as to the amount thereof. All For purposes of this Section, all references to any "BankLENDER" shall be deemed to include any participant in LENDER's commitment hereunder, provided, however, that the foregoing shall not require BORROWER to pay more under this Section because of the existence of such Bank's Revolving Credit Commitmentparticipants than BORROWER would pay to LENDER if there were no participants.

Additional Costs; Capital Requirements. (a) In the event that any existing or future law or regulation, guideline or interpretation thereof, by any court or administrative or governmental authority Governmental Authority (foreign or domestic) charged with the administration thereof, or compliance by any Bank Lender with any request or directive (whether or not having the force of law) of any such authority shall impose, modify or deem applicable or result in the application of, any capital maintenance, capital ratio or similar requirement against loan commitments made by any Bank Lender hereunder, and the result of any event referred to above is to impose upon any Bank Lender or increase any capital requirement applicable as a result of the making or maintenance of such Bank's Lender’s Revolving Credit Commitment or the obligation of the Borrowers Borrower hereunder with respect to such Revolving Credit Commitment (which imposition of capital requirements may be determined by each Bank's Lender’s reasonable allocation of the aggregate of such capital increases or impositions), then, within ten (10) Business Days' ’ of demand made by such Bank Lender as promptly as practicable after it obtains knowledge that such law, regulation, guideline, interpretation, request or directive exists and determines to make such demand, the Borrowers Borrower shall pay to such Bank Lender from time to time as specified by such Bank Lender additional amounts which shall be sufficient to compensate such Bank Lender for such imposition of or increase in capital requirements together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. A certificate setting forth in reasonable detail the amount necessary to compensate such Bank as a result of an imposition of or increase in capital requirements submitted by such Bank to the Borrowers shall be conclusive, absent manifest error, as to the amount thereof. All references to any "Bank" “Lender” shall be deemed to include any participant in such Bank's Lender’s Revolving Credit Commitment.

Additional Costs; Capital Requirements. (a) In the event that any existing or future law or regulation, guideline or interpretation thereof, by any court or administrative or governmental authority (foreign or domestic) charged with the administration thereof, or compliance by any Bank Lender with any request or directive (whether or not having the force of law) of any such authority shall impose, modify or deem applicable or result in the application of, any capital maintenance, capital ratio or similar requirement against loan commitments made by any Bank Lender hereunder, and the result of any event referred to above is to impose upon any Bank Lender or increase any capital requirement applicable as a result of the making or maintenance of of, such BankLender's Revolving Credit Commitment or the obligation of the Borrowers Borrower hereunder with respect to such Revolving Credit Commitment (which imposition of capital requirements may be determined by each BankLender's reasonable allocation of the aggregate of such capital increases or impositions), then, within ten (10) Business Days' of upon demand made by such Bank Lender as promptly as practicable after it obtains knowledge that such law, regulation, guideline, interpretation, request or directive exists and determines to make such demand, the Borrowers Borrower shall immediately pay to such Bank Lender from time to time as specified by such Bank Lender additional commitment fees or interest or other amounts which shall be sufficient to compensate such Bank Lender for such imposition of or increase in capital requirements together with interest on each such amount from the fifth day after the date demanded of demand therefor until payment in full thereof at the Post-Default Rate. A certificate setting forth in reasonable detail the amount necessary to compensate such Bank Lender as a result of an imposition of or increase in capital requirements submitted by such Bank Lender to the Borrowers Borrower shall be conclusive, absent manifest error, as to the amount thereof. All For purposes of this Section 2.17, all references to any "BankLender" shall be deemed to include any participant in such BankLender's Revolving Credit Commitment.

Additional Costs; Capital Requirements. (a) In the event that any existing or future law or regulation, guideline or interpretation thereof, by any court or administrative or governmental authority (foreign or domestic) charged with the administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such authority shall impose, modify or deem applicable or result in the application of, any capital maintenance, capital ratio or similar requirement against loan commitments made by any Bank hereunder, and the result of any event referred to above is to impose upon any Bank or increase any capital requirement applicable as a result of the making or maintenance of off such Bank's Revolving Credit Commitment or the obligation of the Borrowers Borrower hereunder with respect to such Revolving Credit Commitment (which imposition of capital requirements may be determined by each Bank's reasonable allocation of the aggregate of such capital increases or impositions), then, within ten (10) Business Days' of upon demand made by such Bank as promptly as practicable after it obtains knowledge that such law, regulation, guideline, interpretation, request or directive exists and determines to make such demand, the Borrowers Borrower shall immediately pay to such Bank from time to time as specified by such Bank additional amounts commitment fees which shall be sufficient to compensate such Bank for such imposition of or increase in capital requirements together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. A certificate setting forth in reasonable detail the amount necessary to compensate such Bank as a result of an imposition of or increase in capital requirements submitted by such Bank to the Borrowers Borrower shall be conclusive, absent manifest error, as to the amount thereof. All For purposes of this Section 2.18: (i) in calculating the amount necessary to compensate any Bank for any imposition of or increase in capital requirements, such Bank shall be deemed to be entitled to a rate of return on capital (after federal, state and local taxes) of fifteen percent per annum, and (ii) all references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment.

Additional Costs; Capital Requirements. (a) In the event that any existing or future law or regulation, guideline or interpretation thereof, by any court or administrative or governmental authority (foreign or domestic) charged with the administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such authority shall impose, modify or deem applicable or result in the application of, any capital maintenance, capital ratio or similar requirement against loan commitments made or other obligations entered into by any Bank hereunder, and the result of any event referred to above is to impose upon any Bank or increase any capital requirement applicable as a result of the making or maintenance of such Bank's Revolving Credit Commitment or the obligation of the Borrowers such Bank hereunder with respect to such Revolving Credit Commitment or otherwise (which imposition of capital requirements may be determined by each Bank's reasonable allocation of the aggregate of such capital increases or impositions), then, within ten (10) Business Days' of upon demand made by such Bank as promptly as practicable after it obtains knowledge that such law, regulation, guideline, interpretation, request or directive exists and determines to make such demand, the Borrowers Borrower shall immediately pay to such Bank from time to time as specified by such Bank additional amounts which shall be sufficient to compensate such Bank for such imposition of or increase in capital requirements together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. A certificate setting forth in reasonable detail the amount necessary to compensate such Bank as a result of an imposition of or increase in capital requirements submitted by such Bank to the Borrowers Borrower shall be conclusive, absent manifest error, as to the amount thereof. All references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment.

Additional Costs; Capital Requirements. (a) In the event that any existing or future law or regulation, guideline or interpretation thereof, by any court or administrative or governmental authority (foreign or domestic) charged with the administration thereof, or compliance by any the Bank with any request or directive (whether or not having the force of law) of any such authority shall impose, modify or deem applicable or result in the application of, any capital maintenance, capital ratio or similar requirement against loan commitments made by any the Bank hereunder, and the result of any event referred to above is to impose upon any the Bank or increase any capital requirement applicable as a result of the making or maintenance of such Bank's Revolving Credit of, the Commitment or the obligation of the Borrowers Borrower hereunder with respect to such Revolving Credit the Commitment (which imposition of capital requirements may be determined by each the Bank's reasonable allocation of the aggregate of such capital increases or impositions), then, within ten (10) Business Days' of upon demand made by such the Bank as promptly as practicable after it obtains knowledge that such law, regulation, guideline, interpretation, request or directive exists and determines to make such demand, the Borrowers Borrower shall promptly pay to such the Bank from time to time as specified by such the Bank additional amounts which shall be sufficient to compensate such the Bank for such imposition of of, or increase in in, capital requirements together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Base Rate. A certificate setting forth in reasonable detail the amount necessary to compensate such Bank as a result of an imposition of or increase in capital requirements submitted by such Bank to the Borrowers shall be conclusive, absent manifest error, as to the amount thereof. All references to any the "Bank" shall be deemed to include any participant in such the Bank's Revolving Credit Commitment; provided that the total amount payable pursuant to this subsection 2.18(a) shall not exceed the amount that would have otherwise been payable if no participation had been made.

Additional Costs; Capital Requirements. (a) In the event that any existing or future law or regulation, guideline or interpretation thereof, by any court or administrative or governmental authority (foreign or domestic) charged with the administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such authority shall impose, modify or deem applicable or result in the application of, any capital maintenance, capital ratio or similar requirement against loan commitments made by any Bank hereunder, and the result of any event referred to above is to impose upon any Bank or increase any capital requirement applicable as a result of the making or maintenance of of, such Bank's Revolving Credit ’s Commitment or the obligation of the Borrowers hereunder with respect to such Revolving Credit Commitment (which imposition of capital requirements may be determined by each Bank's ’s reasonable allocation of the aggregate of such capital increases or impositions), then, within ten (10) Business Days' of upon demand made by such Bank as promptly as practicable after it obtains knowledge that such law, regulation, guideline, interpretation, request or directive exists and determines to make such demand, the Borrowers shall immediately, jointly and severally, pay to such Bank from time to time as specified by such Bank additional amounts which shall be sufficient to compensate such Bank for such imposition of or increase in capital requirements together with interest on each such amount at a rate per annum during the period (x) commencing on the date demanded until ten days thereafter equal to the Alternate Base Rate as in effect from time to time plus the Applicable Margin for ABR Loans and (y) commencing on the date that is ten days after the date demanded until payment in full thereof at the Post-Default Rate. A certificate setting forth in reasonable detail the amount necessary to compensate such Bank as a result of an imposition of or increase in capital requirements submitted by such Bank to the Borrowers a Borrower shall be conclusive, absent manifest error, as to the amount thereof. All For purposes of this Section 2.22, all references to any "“Bank" ” shall be deemed to include any participant in such Bank's Revolving Credit ’s Commitment.

Additional Costs; Capital Requirements. (a) In the event that any existing or future law or regulation, guideline or interpretation thereof, by any court or administrative or governmental authority (foreign or domestic) charged with the administration thereof, or compliance by any Bank LENDER with any request or directive (whether or not having the force of law) of any such authority shall impose, modify or deem applicable or result in the application of, any capital maintenance, capital ratio or similar requirement against loan commitments made or other obligations entered into by any Bank LENDER hereunder, and the result of any event referred to above is to impose upon any Bank LENDER or increase any capital requirement applicable as a result of the making or maintenance of such BankLENDER's Revolving Credit Commitment or the obligation of the Borrowers such LENDER hereunder with respect to such Revolving Credit Commitment or otherwise (which imposition of capital requirements may be determined by each BankLENDER's reasonable allocation of the aggregate of such capital increases or impositions), then, within ten (10) Business Days' of upon demand made by such Bank LENDER as promptly as practicable after it obtains knowledge that such law, regulation, guideline, interpretation, request or directive exists and determines to make such demand, the Borrowers BORROWER shall immediately pay to such Bank LENDER from time to time as specified by such Bank LENDER additional amounts commitment fees which shall be sufficient to compensate such Bank LENDER for such imposition of or increase in capital requirements together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. A certificate setting forth in reasonable detail the amount necessary to compensate such Bank LENDER as a result of an imposition of or increase in capital requirements submitted by such Bank LENDER to the Borrowers BORROWER shall be conclusive, absent manifest error, as to the amount thereof. All For purposes of this Section, all references to any "BankLENDER" shall be deemed to include any participant in such BankLENDER's Revolving Credit Commitment, provided, however, that the foregoing shall not require BORROWER to pay more under this Section because of the existence of such participants than BORROWER would pay to LENDER if there were no participants.

Additional Costs; Capital Requirements. (a) In the event that any existing or future law or regulation, guideline or interpretation thereof, by any court or administrative or governmental authority (foreign or domestic) charged with the administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such authority shall impose, modify or deem applicable or result in the application of, any capital maintenance, capital ratio or similar requirement against loan commitments made or other obligations entered into by any Bank hereunder, and the result of any event referred to above is to impose upon any Bank or increase any capital requirement applicable as a result of the making or maintenance of such Bank's Revolving Credit Commitment or the obligation of the Borrowers such Bank hereunder with respect to such Revolving Credit Commitment or otherwise (which imposition of capital requirements may be determined by each Bank's reasonable allocation of the aggregate of such capital increases or impositions), then, within ten (10) Business Days' of upon demand made by such Bank as promptly as practicable after it obtains knowledge that such law, regulation, guideline, interpretation, request or directive exists and determines to make such demand, the Borrowers shall immediately pay to such Bank from time to time as specified by such Bank additional amounts which shall be sufficient to compensate such Bank for such imposition of or increase in capital requirements together with interest on each such amount from the date demanded until payment in full thereof at the Post-Default Rate. A certificate setting forth in reasonable detail the amount necessary to compensate such Bank as a result of an imposition of or increase in capital requirements submitted by such Bank to the Borrowers shall be conclusive, absent manifest error, as to the amount thereof. All references to any "Bank" shall be deemed to include any participant in such Bank's Revolving Credit Commitment.to