Common use of ADDITIONAL AMOUNTS PAYABLE ON ACCOUNT OF CREDIT FACILITIES Clause in Contracts

ADDITIONAL AMOUNTS PAYABLE ON ACCOUNT OF CREDIT FACILITIES. If any Bank or the Agent shall have determined that any present or future applicable law enacted by the United States, any federal agency, any state or political subdivision thereof, which expression, as used herein, includes any rule, regulation, guideline, directive or request (whether or not having force of law) regarding capital requirements for banks or bank holding companies or subsidiaries of bank holding companies, or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency in the United States charged with the interpretation or administration thereof, or compliance by the Bank or the Agent with any of the foregoing, imposes or increases a requirement by any Bank or the Agent to allocate capital resources to the commitment of such Bank to make or issue, or to the maintenance by such Bank or the Agent of, Loans or Letters of Credit hereunder, which such Bank or Agent has determined in good faith would have the effect of reducing the return on the capital of such Bank or the Agent to a level below that which such Bank or the Agent could have achieved (taking into consideration the then existing policies of such Bank or the Agent with respect to capital adequacy and assuming full utilization of the capital of such Bank or the Agent) but for such applicability, change, interpretation, administration or compliance, by any amount deemed in good faith by such Bank or the Agent to be material, and which is not reflected in an increase in the Base Rate, such Bank or the Agent shall promptly after its determination of such occurrence give written notice thereof to the Borrower. The Borrower and such Bank or as the case may be, the Agent shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate such Bank or the Agent for such reduction. If the Borrower and such Bank or the Agent are unable to agree to such adjustment within thirty (30) days of the day on which the Borrower shall receive such written notice, then commencing on the date of such notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the fees payable hereunder shall increase by an amount which will, in the reasonable determination of such Bank or the Agent, as the case may be, compensate such Bank or the Agent for such reduction. In determining such amount, such Bank or the Agent may use any reasonable and equitable methods of averaging, allocating or attributing such reduction among its customers.

ADDITIONAL AMOUNTS PAYABLE ON ACCOUNT OF CREDIT FACILITIES. If any Bank change in law or the Agent shall have determined that any present or future applicable law enacted by the United States, any federal agency, any state or political subdivision thereof, which expression, as used herein, includes any governmental rule, regulation, guidelinepolicy, guideline or directive or request (whether or not having the force of law) regarding capital or the interpretation thereof by a court or governmental authority with appropriate jurisdiction or compliance with any existing law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) or the interpretation thereof by a court or governmental authority with appropriate jurisdiction imposes, increases or renders applicable after the Closing Date any special deposit or reserve or liquidity or other similar requirements for banks (whether or bank holding companies or subsidiaries not having the force of bank holding companieslaw) against credits held by, or any change therein deposits in or in for the interpretation or administration thereof by any governmental authority, central bank or comparable agency in the United States charged with the interpretation or administration thereofaccount of, or compliance by the Bank or the Agent with any of the foregoing, imposes or increases a requirement by any Bank or the Agent to allocate capital resources to the commitment of such Bank to make or issue, or to the maintenance by such Bank or the Agent of, Loans or Letters of Credit by any office of any Bank or otherwise affects the amount of capital required or expected to be maintained by any of the Banks or any corporation controlling any of the Banks and such Bank reasonably determines that the amount of such deposits, reserves or capital required is increased by or based upon the existence of the credit facilities established hereunder, which the Loans made pursuant hereto, any Letters of Credit issued hereunder, or upon agreements or loans of the type contemplated hereby, then such Bank or Agent has determined in good faith would have may notify the effect of reducing the return on the capital Company of such Bank or fact. To the Agent to a level below extent that which such Bank or the Agent could have achieved (taking into consideration the then existing policies of such Bank or the Agent with respect to increased capital adequacy and assuming full utilization of the capital of such Bank or the Agent) but for such applicability, change, interpretation, administration or compliance, by any amount deemed in good faith by such Bank or the Agent to be material, and which is requirements are not reflected in an increase in the any Base Rate, such Bank Adjusted C/D Rate or Eurodollar Rate applicable to the Loans, or the Agent shall promptly after its determination of such occurrence give written notice thereof fees applicable to the Borrower. The Borrower Letters of Credit, the Company and such Bank or as the case may be, the Agent shall thereafter attempt to negotiate in good faith an adjustment to the compensation fees payable hereunder in connection herewith which will adequately compensate such Bank or the Agent for such reductionin light of these circumstances. If the Borrower Company and such Bank or the Agent are unable to agree to such adjustment within thirty (30) 30 days of the day on which the Borrower shall receive Company receives such written notice, then commencing on the date of any such notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the fees payable hereunder in connection herewith shall increase by an amount which will, in the such Bank's reasonable determination of such Bank or the Agentdetermination, as the case may be, compensate such Bank or the Agent for such reduction. In determining such amount, such Bank or the Agent may use any reasonable and equitable methods of averaging, allocating or attributing such reduction among its customersprovide adequate compensation.

ADDITIONAL AMOUNTS PAYABLE ON ACCOUNT OF CREDIT FACILITIES. If The Agent or any Bank Lender shall promptly notify the Borrower if any Lender or the Agent shall have determined that any present or future applicable law enacted by the United States, any federal agency, any state state, or political subdivision thereof, which expression, as used herein, includes including any rule, regulation, guideline, directive or request (whether or not having force of law) regarding capital requirements for banks or bank holding companies or subsidiaries of bank holding companies, or any change therein or in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency in the United States charged with the interpretation or administration thereof, or compliance by the Bank Lender or the Agent with any of the foregoing, (collectively, "Applicable Laws") imposes or increases a requirement by any Bank Lender or the Agent to allocate capital resources to the commitment of such Bank Lender to make or issue, or to the maintenance by such Bank Lender or the Agent of, Loans or Letters of Credit hereunder, which and such Bank Lender or Agent has determined in good faith that would have the effect of reducing the return on the capital of such Bank Lender or the Agent to a level below that which such Bank Lender or the Agent could have achieved (taking into consideration the then existing policies of such Bank Lender or the Agent with respect to capital adequacy and assuming full utilization of the capital of such Bank Lender or the Agent) but for such applicability, change, interpretation, administration or compliance, by any amount deemed in good faith by such Bank Lender or the Agent to be material, and which is not reflected in an increase in the Base RateRate or Eurodollar Basis, such Bank or as the Agent shall promptly after its determination of such occurrence give written notice thereof to the Borrowercase may be. The Borrower and such Bank Lender or as the case may be, the Agent shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate such Bank or the Agent Lender for such reductionmodification. If the Borrower and such Bank or the Agent Lender are unable to agree to such adjustment within thirty ninety (3090) days of the day on which the Borrower shall receive such written notice, then commencing on the date of such notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), then the fees payable hereunder shall increase by an amount which will, in the reasonable determination of such Bank or the Agent, as the case may beLender, compensate such Bank or the Agent Lender for such reductionmodification. In determining such amountthe amount of income, such Bank or the Agent Lender may use any reasonable and equitable methods of averaging, allocating or attributing such reduction among its customers.attributing

ADDITIONAL AMOUNTS PAYABLE ON ACCOUNT OF CREDIT FACILITIES. If any Bank Lender or the Agent shall have determined that any present or future applicable law enacted by the United States, any federal agency, any state or political subdivision thereof, which expression, as used herein, includes any rule, regulation, guideline, directive or request (whether or not having force of law) regarding capital requirements for banks or bank holding companies or subsidiaries of bank holding companies, or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency in the United States charged with the interpretation or administration thereof, or compliance by the Bank Lenders or the Agent with any of the foregoing, imposes or increases a requirement by any Bank Lender or the Agent to allocate capital resources to the commitment of such Bank Lender to make or issue, or to the maintenance by such Bank Lender or the Agent of, Loans or Letters of Credit hereunder, which such Bank Lender or Agent has determined in good faith would have the effect of reducing the return on the capital of such Bank Lender or the Agent to a level below that which such Bank Lender or the Agent could have achieved (taking into consideration the then existing policies of such Bank Lender or the Agent with respect to capital adequacy and assuming full utilization of the capital of such Bank Lender or the Agent) but for such applicability, change, interpretation, administration or compliance, by any amount deemed in good faith by such Bank Lender or the Agent to be material, and which is not reflected in an increase in the Base Rate, such Bank Lender or the Agent shall promptly after its determination of such occurrence give written notice thereof to the Borrower. The Borrower and such Bank Lender or as the case may be, the Agent shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate such Bank Lender or the Agent for such reduction. If the Borrower and such Bank Lender or the Agent are unable to agree to such adjustment within thirty (30) days of the day on which the Borrower shall receive such written notice, then commencing on the date of such notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the fees payable hereunder shall increase by an amount which will, in the reasonable determination of such Bank Lender or the Agent, as the case may be, compensate such Bank Lender or the Agent for such reduction. In determining such amount, such Bank Lender or the Agent may use any reasonable and equitable methods of averaging, allocating or attributing such reduction among its customers.